North Dakota Association of Telecommunication Cooperatives

“This Association consists of two types of members, Regular and Associate Members. Regular Membership: Regular membership in the North Dakota Association of Telephone Cooperatives shall be limited to telephone cooperatives providing exchange telecommunications services to end users in North Dakota. Associate Membership: Associate membership is divided into three different classes. The three classes are Cooperative Associate, Commercial Associate, and Supporting Associate. Cooperative Associate: Any telephone cooperative of another state providing local exchange telecommunications service to end users in states which are immediately adjacent to North Dakota may apply for and be invited to become a Cooperative Associate Member. Cooperative Associate Members shall be classified as voting members or non-voting members. Commercial Associate: Any person, partnership, association or corporation that provides telecommunication services in the state of North Dakota may apply for and be invited to become a Commercial Associate Member. Commercial Associate Members shall be classified as voting members or non-voting members. Supporting Associate: Any other person, partnership, association or corporation that supplies goods or services to members, Cooperative Associates, or Commercial Associates may apply for and be invited to become a Supporting Associate Member. Supporting Associate Members are non-voting members.”

“The number of directors shall be one director from each Regular Member Cooperative. Prior to the annual meeting, each Regular Member of the Association shall elect one of its directors to serve as a director of this Association. Further, each Regular Member may elect an alternate director. The alternate director shall serve in the absence of the director, with full power of representation. In the event both the direct and alternate are unable to attend a board meeting, the director may designate a representative from the member's board or management to attend. This designee shall serve in their absence at the board meeting with full power of representation. Directors shall serve for a term of one year and/or until the director's successor has been elected and qualified.”

“Adoption of resolutions and amendments to the bylaws must be approved by the Voting Associate Members at the annual meeting.”

“No committees have the authority to act on behalf of the board.”

“A draft of the Form 990 is provided electronically to the board prior to filing with the IRS.”

“The conflict of interest policy covers interested persons of the Association which include any director, principal officer or member of a committee with governing board delegated powers who has a direct or indirect financial interest. An interested person has the duty to disclose the existence of the potential conflicting financial interest and is given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers who are considering the transaction or arrangement. Upon disclosing all material facts and after any discussion with the interested person, he/she is asked to leave the governing board or committee meeting while determination of a conflict of interest is discussed and voted upon. The remaining board or committee members decide if a conflict of interest exists. When a conflict has been identified, the interested person is asked to leave the meeting during the discussion of, and vote on, the transaction or arrangement involving the possible conflict of interest.”

“Independent members of the board of directors review and approve all employees' compensation, including that of the Executive Director using comparability data for similar executive director positions. This process is done annually.”

“The Association's bylaws are made available on the organization's website. All other organization documents, the financial statements, and the conflict of interest policy are made available upon request.”