Memorandum of Agreement and By-Laws of the
Damage Prevention Council
WHEREAS, effective as of ______, 2024, for the term January 1, 2025 thru December 31, 2026, the
parties hereto (hereinafter "Party" or "Parties"), each of which are recommended to become or
remain Participating or Sustaining Members of UDIG NY, INC., which recognizes this Damage
Prevention Council and this Memorandum of Agreement and By-Laws of this Council; and
WHEREAS, the Parties believe that their participation in the business of UDIG NY will be more
effective if undertaken jointly and in coordination with UDIG NY;
NOW, THEREFORE, the Parties do agree to join together as the
Damage Prevention
Council (the “Council") for the purpose of promoting cooperation, education and communication
between operators of underground facilities, excavators and the general public towards the common
goal of advancing safety and preventing damage to the underground facilities, and for all other
purposes not inconsistent with the business of UDIG NY, its By-Laws, its General Operating
Procedures and Rules nor applicable law.
To this end, the Parties agree as follows:
Section 1.
Organization
The Council shall consist of two (2) classes of members: Voting and Non-Voting.
(a) Voting: any person who is focused on damage prevention and has attended at least four (4)
Council meetings based on the prior twelve (12) months, including the current month, will be classified
as a Voting member.
(b) Non-Voting: any person, firm or association who is focused on damage prevention can attend and
participate in the Council as a Non-Voting member. Non-Voting members do not have any voting
rights.
(c) A UDIG NY support members will attend each meeting, in-person or virtually, and shall identify
each individual who is classified as a Voting member, as of said meeting of the Council, because
he or she has attended at least four (4) Council meetings based on the prior twelve (12) months,
including the current month.
Section 2.
Meetings
The Council shall meet not less than six (6) times per year (monthly meetings are encouraged,
where practical), at locations suggested by Council members and designated by the Chair or Co-Chair
of the Council and upon not less than ten (10) days notice to each member of the Council.
Section 3.
Quorum
(4) The presence, in-person or virtually by representative, of a majority of the Voting members of the
Council (a 51% of those attending who are classified as a Voting member shall equal a majority), shall
be necessary to constitute a quorum for the transaction of business at all meetings of the Council.
If a quorum is not present at any meeting of the Council, those Voting members of the Council
Damage Prevention Bylaws as Adopted by UDIGN NY Board of Directors on _____, 2024
present shall have the power to adjourn the meeting to a future date at which a quorum shall be
present.
Section 4. Voting
Each Voting member of the Council, as defined in Section 1, who is attending the meeting in-person or
virtually, shall have one (1) vote and all business of the Council shall be determined by a vote of a
majority of the votes cast at a meeting of the Council. Notwithstanding the preceding sentence, no
business or entity shall have more than 50% of the voting majority, regardless of the number of its
employees who are Voting members.
Section 5. Officers
The Council shall elect for two-year terms a Chair, Vice-Chair, Secretary and Treasurer. Election of
officers shall be held at the December meeting of the even year (e.g. 2024, 2026, etc.), and when
so elected, shall take office as of the next regular scheduled DPC meeting. The officers shall have
control and management of the affairs and business of the Council but shall take no action
inconsistent with the business of UDIG NY or any applicable laws. The Council, by a vote of the
Voting members present at any regularly scheduled meeting may recommend to UDIG NY’s
Executive Committee the removal of any officer of the Council.
Any officer of the Council may be removed from office either with or without cause, at any time, by a
vote of the UDIG NY Executive Committee.
Any two offices, except the offices of Chair and Secretary, may be held by the same person. Each
officer shall be a Voting Member of this Council. The duties and powers of the officers of the Council
shall be as follows:
(a) Chair - The Chair shall preside at all Council meetings, designate the time and location of such
meetings, cause all books and records to be properly kept and filed as required by UDIG NY By-Laws
or law, and shall perform all other duties incident to that office and generally supervise and control
the affairs of the Council.
(b) Vice-Chair - During the absence or incapacity of the Chair, the Vice-Chair shall perform the Chair’s
duties, and when so acting, shall have all the powers and be subject to all the responsibilities of
the office of Chair.
(c) Secretary - The Secretary shall keep the approved minutes of all meetings of the Council and send
a copy of such draft minutes to the attending UDIG NY support member and post it to the online
platform for the DPC Community, e.g., Connect. The Secretary shall give notice to each Council
member of the time and location of regular and special meetings of the Council. With assistance from the
UDIG NY support attendee, the Secretary shall communicate a current roster of Voting and Non- Voting
members and have it available for presentation at each DPC meetings. The roster shall indicate which
DPC members are UDIG NY Members (a facility operator or sustaining member). The Secretary
shall be custodian of the records of the Council and perform such further duties as are incident to
the office of the Secretary. The Secretary shall provide true and accurate copies of any and all
records to UDIG NY
Damage Prevention Bylaws as Adopted by UDIGN NY Board of Directors on _____, 2024
(d) Treasurer - (if applicable) The care and custody for all funds of the Council, and the
maintenance of accurate accounting for all business and transactions of the Council shall be under
the control of UDIG NY, which shall render a statement of the condition of the finances of the
Council at each regular meeting and at such other times as shall be required. The Treasurer shall
review the statement provided by UDig NY and report on it to the Damage Prevention Council. The
Treasurer shall also perform such further duties as are incident to the office of the Treasurer or as
are reasonably requested by UDIG NY.
All vacancies shall be filled promptly by the Council at regular or special meetings thereof.
Section 6. Annual Budget
The annual budget of the Council shall be set in cooperation with UDIG NY. The sole source of
funding for the Council shall be by grant(s) from UDIG NY. No additional, supplemental, external or
other funds may be solicited or accepted by the Council without approval of UDIG NY. Funds may
be spent and accounted for only in a manner which is consistent with direction from UDIG NY. Each
and every contract, whether for insurance, advertising, any service, any product or any vendor,
shall only be binding upon this Council if executed by an Officer AND the President of UDIG NY or
his designee.
Section 7. Amendment
This Memorandum of Agreement may be amended by a vote of a majority of the Voting members of
the Council present at any meeting of the Council at which a quorum of such members is present,
provided that notice thereof is included in the notice of such meeting. Notwithstanding the preceding
sentence, no amendment to this Memorandum of Agreement and By-Laws shall become effective
unless and until the same has been forwarded to UDIG NY and approved by its Board of Directors.
Effective as of the date first written above.
UDIG NY, INC.:
By:
President (Signature)
Date
DAMAGE PREVENTION COUNCIL OFFICERS:
By:
By:
Chair (Print)
By:
Date
Chair (Signature)
By:
Vice-Chair (Print)
By:
Date
Vice-Chair (Signature)
By:
Secretary (Print)
By:
Date
Secretary (Signature)
By:
Treasurer (Print)
Date
Treasurer (Signature)
Damage Prevention Bylaws as Adopted by UDIGN NY Board of Directors on _____, 2024