South Dakota Telecommunications Association

“Rod bowar and mark benton have a business relationship.”

“(a) active members shall consist of all companies, corporations, cooperatives organized under sdcl 47-15, or other entities which provide local exchange telecommunications services in the state of south dakota exclusively or predominately through the use of their own facilities, and which provide such services to fewer than fifty thousand (50,000) access lines within the state. Active members must be incumbent local exchange carriers as defined under federal law. Each active member shall have all rights provided by law; specifically including but not limited to, the right to elect one director per active member, to serve on the board of directors of the association, to vote at annual or special membership meetings and to serve on all committees. (b) affiliate members shall consist of all companies, corporations, or other entities that provide local exchange telecommunications services to fewer than fifty thousand (50,000) access lines within the state of south dakota and which are affiliates or subsidiaries of an active member. Affiliate members must be incumbent local exchange carriers as defined under federal law. Affiliate members shall be eligible to serve on committees at the discretion of the board of directors, and shall have the right to attend all membership meetings and vote on items addressed by the full membership. (c) associate members shall consist of (1) suppliers, manufacturers and consultants who provide or seek to provide products or services, to active or affiliate members of the association; or (2) other incumbent local exchange carriers that provide local exchange telecommunications services to fewer than fifty thousand (50,000) access lines that operate primarily in a state or states adjacent to south dakota and that provide local exchange telecommunications services to a limited number of south dakota subscribers, within a local exchange area or areas that are multi-state and are only partially located in south dakota. Interexchange carriers are excluded from associate membership. Associate members are eligible for participation on certain committees, at the discretion of the board of directors, but would not have voting rights outside of the committee process.”

“Each active member shall have one person from its company serving on the board of directors of the association, and each director shall have one vote.”

“The organization had no committees with broad authority to act on behalf of the governing body.”

“Form 990 is provided to the governing body after it has been completed and filed.”

“All board members, including officers on the board, are required to disclose any conflicts that may constrain their ability to act objectively on matters of interest to the association. If a board member believes they have a conflict, it is expected that they will inform the staff or member of the board, and any questions related to the same will be reviewed at the board level. The matter will be discussed by the board and the board will make a determination as to whether or not a conflict exists. If a determination is made that the board member does have a conflict that may adversely affect that member's decision-making, the board member will be advised to recuse themselves from voting and may also be sequestered during related discussions. If any conflict or conflicts are pervasive and raise questions as to whether the board member can fairly serve as a representative of the association or vote without bias on any association matters, procedures are established in the bylaws for removing board members and those will be followed.”

“The amount of compensation paid to the top management official is determined by the board of directors during executive session, and is based on comparable salaries within the industry. This process was last undertaken in 2016.”

“Upon request, a printed copy of such documents is provided.”