National Telecommunications Cooperative Association

“There shall be two (2) categories or classes of voting members: ilec member: an ilec member is an incumbent local exchange carrier (ilec) according to section 251(h) of the communications act of 1934, as amended, that on the date of enactment of the telecommunications act of 1996 was the local exchange carrier that was: (1) providing telephone exchange service in an area; and (2) deemed to be a member of the national exchange carrier association, or is a person or entity that on or after the date of the act's enactment became a successor or assignee of the ilec. A local exchange carrier that the federal communications commission has by rule provided for the treatment as an incumbent local exchange carrier may also be an ilec member. Any new ilec member must provide fixed voice and/or broadband internet access services to less than 50,000 customers on the date it joins the association. However, a member may retain membership if it subsequently exceeds the 50,000 customer limit. The ilec may be structured as either a cooperative association or commercial company which must be designated on the membership application. A member is classified as a cooperative entity if it is a cooperative association, mutual association, or other nonprofit corporation incumbent local exchange carrier. A member is classified as a commercial entity if it is a stock corporation, a limited liability company, or any other form of for-profit corporate structure incumbent local exchange carrier. Communications companies who are eligible for ilec membership are not eligible for other classes of membership. Ilec members are voting members of the association. Any ilec owned by multiple entities must join as a separate/full dues paying ilec member. Commonly owned or controlled ilec member: a commonly owned or controlled ilec member is an organization with common ownership and/or control of two or more telecommunications providers that qualify for ilec membership. The controlling/holding company is not required to join the association. However, all affiliated ilec's must join the association, with only the largest ilec paying the full dues and having voting rights as an ilec member. Commonly owned or controlled ilec members will self-select to be designated as either a "cooperative association" or "commercial entity", as defined under the ilec membership definition noted above. The following applies to all member categories: all member companies must be in sympathy and accord with the purpose of ntca as set forth in the association's bylaws and with the membership at large. For purposes of electing directors pursuant to article iv, section 4 of these bylaws, a member that is a cooperative association may only vote for a candidate from a cooperative association and a member that is a commercial entity may only vote for a candidate from a commercial entity. The board may establish special additional categories of non-voting membership as it may deem appropriate and under terms and conditions that it may specify. However, notwithstanding the preceding sentence, any special category of non-voting member established by the board shall be subject to all the eligibility requirements placed on members with regard to participation (or continued participation) in any association-sponsored employee benefits plan or program. Provided further, no person admitted to membership under a special category created by the board shall be eligible to serve on the board or as an officer of the association.”

“The members of each region shall elect two directors according to election procedures approved by the board and in a manner consistent with applicable law, the articles of incorporation and these bylaws. Subject to the articles of incorporation and these bylaws, each region shall be the judge of the qualifications of the individuals elected as its directors.”

“The association's bylaws may be altered, amended or repealed if not less than two-thirds (2/3) of the board of directors votes to present the members with the proposed revised bylaws, and thereafter, there is an affirmative vote of not less than two-thirds (2/3) of the members voting at any regular or special meeting, provided that the official notice of such regular or special meeting contains a copy of the proposed alteration, amendment or repeal.”

“The form 990 is reviewed by both the chief executive officer and chief financial officer prior to its filing, but it is not reviewed by the association's board of directors.”

“The association's conflict of interest policy applies to all board members and officers. When a person becomes aware of an actual or potential conflict, they disclose all relevant information to the board chair or vice chair, remove themselves from all discussions of the matter, and remove themselves from all votes on the matter. The board may vote to enter the transaction if it determines that the transaction is in the association's best interest. All relevant information is documented in the meeting minutes. If a person violates the association's conflict of interest policy, they inform the board chair and the association's general counsel, who take appropriate action.”

“The chief executive officer's compensation is reviewed by an independent compensation consultant that does a comparison of like positions in the area and presents the study to the ntca board for approval. Other officers' and key employees' compensation is reviewed by a compensation consultant every five years. Changes in compensation are presented and approved by the chief executive officer. This process was last conducted in 2010 for the chief executive officer, and the other officers' and key employees' compensation was reviewed internally by the association in 2010.”

“The association's governing documents are available on the website. The association's conflict of interest policy and financial statements are available to the public upon request.”