BYLAWS
OF
DIGGERS HOTLINE, INC.

BYLAW I. MEMBERS

Section 1. Qualifications. DIGGERS HOTLINE, INC. shall have two (2) classes of Members, unlimited in number, as follows:

Persons (including corporations and governmental units) which own and/or operate aboveground or underground transmission facilities may be admitted to Participating Membership in DIGGERS HOTLINE, INC., upon execution of a membership agreement.

Persons (including corporations) which neither own nor operate aboveground or underground facilities but which, by virtue of their business or professional activities, support the practices of DIGGERS HOTLINE, INC. may be admitted to Sustaining Membership in the Corporation upon execution of a membership agreement.

Section 2. Voting. Each Participating Member shall be entitled to one (1) vote for each 1,000 (or less) excavation messages which that Member received from DIGGERS HOTLINE in the previous fiscal year, on each matter submitted to a vote at a meeting of Members. A Participating Member may vote in person, or by authorizing an agent or employee to vote in person or by proxy.

Section 3. Suspension and Reinstatement. Any Member in default of payment of fees due and owing to DIGGERS HOTLINE, INC., for sixty (60) days shall be provided with notice of possible termination of membership, and if, after notice, such default is not cured before the default reaches ninety (90) days, the membership of such Member shall automatically terminate. Such Member may be reinstated upon payment of the past due amount and any other fees associated with reinstatement.

Section 4. Termination. Any Member may be removed from Membership by the Board of Directors for conduct deemed prejudicial to DIGGERS HOTLINE, INC. provided that such Member shall have first been served with written notice of the charges against it and shall have been given an opportunity to be heard.

Section 5. Resignation. Any Member may resign its Membership at any time by submitting its resignation in writing to DIGGERS HOTLINE, INC.

Section 6. Certificates. The Board of Directors may provide for the issuance of certificates evidencing Membership in DIGGERS HOTLINE, INC., which shall be in such form as may be determined by the Board. Each certificate shall be signed by the President and Secretary.

BYLAW II. MEETINGS OF MEMBERS

Section 1. Annual Meeting. The annual meeting of the Members of DIGGERS HOTLINE, INC. shall be held during the month of May in each year, on the date and at the time designated by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting.

Section 2. Special Meetings. Special meetings of the Members may be called at any time by the President, any two (2) directors or not less than one-tenth (1/10) of the Participating Members in good standing.

Section 3. Place of Meetings. The Board of Directors may designate any place within the State of Wisconsin as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no such designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of DIGGERS HOTLINE, INC. or such other suitable place in the State of Wisconsin as may be designated by the person or persons calling such meeting.

Section 4. Notice of Meetings. Written notice stating the date, time and place of any meeting of Members, and in the case of a special meeting further stating the purposes for which such meeting is called, shall be delivered personally or mailed at least ten (10) days before the date of the meeting to each Member at such address as it appears on the records of DIGGERS HOTLINE, INC.

Section 5. Quorum. One-third (1/3) of the total number of votes, represented in person or by proxy, shall constitute a quorum at a meeting of Members. If a quorum is present, the affirmative vote of the majority of the votes represented at the meeting shall be the act of the Members unless the vote of a greater number is required by any provision of law. If less than a quorum is present, a majority of the Participating Members present may adjourn the meeting from time to time without further notice until a quorum shall have been obtained.

Section 6. Conduct of Meetings. Meetings of the Members shall be presided over by the President, or in his absence or at his request, by a Vice President, or if no Vice President is present, by a chairman to be chosen at the meeting. The Secretary of DIGGERS HOTLINE, INC. or if the Secretary is not present, a person appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 7. Informal Action. Any action required by law to be taken at a meeting of 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 of the Members entitled to vote.

BYLAW III. BOARD OF DIRECTORS

Section 1. Number and Qualifications. The affairs of DIGGERS HOTLINE, INC. shall be managed by a Board of Directors consisting of not fewer than six (6) nor more than (9) directors, who shall be Members of DIGGERS HOTLINE, INC. or employees of Members. No more than one (1) employee of any Member may be a director at any given time.

Section 2. Election and Term. At the first annual meeting of the Members of DIGGERS HOTLINE, INC., the directors shall be divided into three classes as nearly equal in number as possible, with the term of office of one class expiring each year. The directors of the first class shall be elected to hold office until the next succeeding annual meeting; the directors of the second class until the second succeeding annual meeting; and the directors of the third class until the third succeeding annual meeting. At each subsequent annual meeting the successors to the class of directors whose term shall then expire shall be elected to hold office for a term of three (3) years. At each annual meeting directors shall also be elected to fill vacancies that may exist in any class for any reason.

Section 3. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors, and each director so elected shall hold office for the unexpired term.

Section 4. Regular Meetings. Regular meetings of the Board of Directors shall be held without other notice than the Bylaw immediately following, 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 Wisconsin, for the holding of additional regular meetings without notice other than such resolution.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) directors. The person or persons calling any special meeting of the Board may fix any place within the State of Wisconsin as the place for holding any special meeting of the Board called by them, and if no other place is fixed, the place of meeting shall be the principal business office of DIGGERS HOTLINE, INC.

Section 6. Notice of Meetings. Notice of any special meeting of the Board of Directors shall be given at least five (5) days 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 DIGGERS HOTLINE, INC.

Section 7. Quorum. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is present, the affirmative vote of the majority of directors present at such meeting shall be the act of the Board unless a greater number is required by these Bylaws or by any provision of law. If less than a quorum is present, the majority of the directors present may adjourn the meeting from time to time without further notice until a quorum shall have been obtained.

Section 8. Informal Action. 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.

Section 9. Committees. The Board of Directors may appoint one or more committees to consist of such number of directors and to perform such functions as the Board may from time to time determine, except that no such committee shall exercise the powers of the Board in the management of the affairs of DIGGERS HOTLINE, INC.

Section 10. Compensation. Directors shall receive no compensation from the Corporation for acting in such capacity, but nothing herein contained shall be construed to preclude a director from servicing DIGGERS HOTLINE, INC. in another capacity and receiving compensation therefor.

BYLAW IV. OFFICERS

Section 1. Officers. The officers of DIGGERS HOTLINE, INC. shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. Any two or more offices may be held by the same person, except the office of President and Secretary, and the offices of President and Vice President.

Section 2. Election and Term of Office. The officers of DIGGERS HOTLINE, INC. shall be elected annually by the Board of Directors at the regular annual meeting of the Board held immediately following the annual meeting of the Members. All officers shall hold office until their respective successors are duly elected or until their prior death, resignation, removal or disqualification.

Section 3. Removal. Any officer may be removed by the Board of Directors whenever, in its judgment, the best interest of DIGGERS HOTLINE, INC. would be served thereby.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Authority and Duties. The officers of DIGGERS HOTLINE, INC. shall have such authority and perform such duties as generally pertain to their respective offices, as well as such authority and duties as may be conferred from time to time by the Board of Directors.

BYLAW V. INDEMNIFCATION

Section 1. Indemnification for Actions, etc., Other Than By or In the Right of the Corporation. DIGGERS HOTLINE, INC. shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of DIGGERS HOTLINE, INC.) by reason of the fact that he or she is or was a director, officer, employee or agent of DIGGERS HOTLINE, INC. against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of DIGGERS HOTLINE, INC. and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 2. Effect of Termination of Actions, etc. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that a person seeking indemnification under Section 1 of the Bylaw did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of DIGGERS HOTLINE, INC. and, with respect to any criminal action or proceeding, had reasonable cause to believe his or her conduct was unlawful.

Section 3. Indemnification in Case of Successful Defense. To the extent that a director, officer, employee or agent of DIGGERS HOTLINE, INC. has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Bylaw or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection therewith.

Section 4. Determination of Right of Indemnification. Any indemnification under Section 1 of this Bylaw (unless ordered by a court) shall be made by DIGGERS HOTLINE, INC. only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in said Section 1. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the Members of DIGGERS HOTLINE, INC.

Section 5. Prepayment of Expenses. Expenses incurred (including attorneys’ fees) in defending a civil or criminal action, suit or proceeding may be paid by DIGGERS HOTLINE, INC. in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Section 4 of this Bylaw upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by DIGGERS HOTLINE, INC. as authorized in this Bylaw.

Section 6. Actions Against Members for Personal Injury or Death or Property Damage. DIGGERS HOTLINE, INC. shall indemnify any Member of DIGGERS HOTLINE, INC. against expenses (including attorneys’ fees), judgments and amounts paid in settlement actually and reasonably incurred by the Member in connection with any action, suit, proceeding or claim arising out of or based upon personal injury or death or property damage for which any such Member is alleged to have legal responsibility solely by reason of its Membership in DIGGERS HOTLINE, INC.

Section 7. Other Rights and Remedies. The indemnification provided by this Bylaw shall not be deemed exclusive of any other right to which an indemnified person may be entitled as a matter of law, or under any agreement, vote of Members or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office or Membership, and shall continue as to a person who has ceased to be a director, officer, employee, agent or Member and shall inure to the benefit of the heirs, executors, administrators, successors or assigns of such a person.

Section 8. Insurance. DIGGERS HOTLINE, INC. may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, agent or Member of DIGGERS HOTLINE, INC. against any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person’s status as such, whether or not DIGGERS HOTLINE, INC. would have power to indemnify the person against such liability under the provisions of this Bylaw.

BYLAW VI. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of DIGGERS HOTLINE, INC. to enter into any contract or execute or deliver any document or instrument in the name of and on behalf of DIGGERS HOTLINE, INC. 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 DIGGERS HOTLINE, INC. shall be signed by such officer or officers, agent or agents of DIGGERS HOTLINE, INC. and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3. Deposits. All funds of DIGGERS HOTLINE, INC. shall be deposited from time to time to the credit of DIGGERS HOTLINE, INC. in such banks, trust companies or other depositories as the Board of Directors may select.

BYLAW VII. FISCAL YEAR

The fiscal year of DIGGERS HOTLINE, INC. shall begin on the first day of January and end on the last day of December in each year.

BYLAW VIII. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the Members represented at any regular or special meeting of the Members, or by the affirmative vote of two-thirds (2/3) of the directors at any regular or special meeting of the Board of Directors, if at least ten (10) days written notice is given to all Members of the proposed alteration, amendment, repeal or adoption.

Date: April 8, 1998

These are the current Bylaws of Diggers Hotline, Inc.

Roman B. Wierzba
Secretary
Diggers Hotline, Inc.