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ARTICLES OF INCORPORATION
OF
ONE CALL OF WYOMING





    The undersigned, desiring to form a corporation not organized for pecuniary profit, for purposes hereinafter set forth under and in conformity with the laws of the State of Wyoming, hereby voluntarily associate ourselves together and execute this written certificate.
ARTICLE I
The name of the corporation shall be ONE CALL OF WYOMING.

ARTICLE II
This corporation is a public benefit corporation.

ARTICLE III
The initial registered office and agent of the corporation will be:
    Someone
    Some address
    Somewhere, Wyoming 82xxx

ARTICLE IV
Someone, Some address, Somewhere, Wyoming 82xxx is the incorporator of ONE CALL OF WYOMING.

ARTICLE V DUTIES OF OFFICERS
The objects, purposes and goals of this corporation shall be as follows:

A.    Develop, obtain and perpetuate the greatest possible degree of responsible, cooperative and coordinated, best value underground facilities locate notification services - providing "one-call" coverage to all areas of the State of Wyoming.
B.    Educate the public to the benefits of local utility coordinating councils and a statewide One-Call system.
C.    To provide its members who are persons, organizations and entities who install, own, maintain and operate underground facilities with an organization through which they can receive notices to locate such facilities from persons desiring to conduct excavation work within the are of such facilities in order to avoid accidental damage and injury resulting from contacts with such facilities.
D.    Encourage development of the highest possible standards, practices and methods of underground facilities locate notifications that meets or exceeds federal and state law, and development and procurement of state-of-the-art equipment and systems through conferences, information dissemination, research, training and other appropriate services under the direction of a representative Board of Directors.
E.    To exercise all powers given to public benefit non-profit corporations under the Wyoming Nonprofit Corporation Act, whether related to or independent of the above purposes.

ARTICLE VI
The corporation shall have all powers granted to non-profit corporations of the State of Wyoming, as enumerated in W.S. § 17-19-301 through 17-19-303, and any amendments thereto.

A.    The control and management of the internal affairs of the corporation shall be vested in a board of directors. the number and selection of directors shall be determined as provided in the Bylaws of the corporation, provided they shall not be less than three (3) in number. The names and addresses of initial directors shall be as follows:
B.    List the Eight Representatives from Wyoming One-Call and Wyoming Association of Local Utility Coordinating Councils.

ARTICLE VII
This corporation shall have members, the classification and qualifications of which shall be in the manner provided in the Bylaws.

ARTICLE VIII
The amount of annual dues for each membership shall be provided in the Bylaws of the corporation. There shall be no capital stock. Evidence of membership in the corporation shall be by membership certificates issued by reference to the corporate records showing that said member is in good standing and is current with respect to all payment of dues and other obligations to the corporation.

ARTICLE IX
This corporation is not organized for pecuniary profit and any money received by said corporation shall be used solely for the purpose herein specified. No officer or director of the corporation shall be paid or receive directly or indirectly any profit or pecuniary advantage, and upon dissolution of said corporation, any assets remaining after payment of its debts and obligations shall be distributed in kind back to the Members in good standing in proportion of their membership contributions; or in the alternative the remaining assets of the corporation shall be sold and the proceeds distributed to Members in proportion to their membership contributions.

ARTICLE X
The term of existence of this corporation shall be perpetual.

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