United States Telecom Association

“The membership of the association is divided into three classes: active, international, and associate. (a) active members of the association shall include companies that own or operate facilities-based communications networks in the united states and/or its territories. (b) international members shall include companies that own or operate facilities-based communications networks outside the boundaries of the united states or its territories. (c) associate members shall include (i) companies engaged in providing voice, video, entertainment, content, or broadband services or applications, (ii) companies engaged in the business of software or equipment design, servicing, manufacturing, or supply, and (iii) consultants. The right to vote shall be limited to the representatives of active members. These members shall have the right to approve nominations to the board of directors made by the leadership committee and the executive committee.”

“The number of directors shall be no fewer than 18 and no more than 25. Each director shall be an executive of stature of a member of the association. (a) the six largest active members (based on revenues) that commit to have the association represent them as their principal trade association each shall have the right to designate an executive of stature to serve as a director. (b) six directors shall be elected from among executives of stature of active members that commit to have the association represent them as their principal trade association pursuant to nomination by the leadership committee. (c) six directors shall be elected from among executives of stature of active members that commit to have the association represent them as their principal trade association pursuant to nomination by the executive committee. (d) up to seven non-voting directors may be elected from among executives of stature of international members and/or associate members pursuant to nomination by the executive committee.”

“The bylaws of the association may be altered, amended, or repealed and new bylaws may be adopted by a majority of the members of the board of directors present at any regular or special meeting at which a quorum is present.”

“The 990 is initially prepared by the association's external accountant, with data provided primarily by the ustelecom finance department. A draft is then circulated for review to the evp, counsel and the cfo. Once these parties have signed off on the draft, it is sent to the president & ceo for his review. Before the 990 is filed, it is presented to the executive committee of the board and made available for review by committee members. External accountants finalize the return, which is signed by the president and submitted electronically to the irs.”

“Board members and senior staff attest in writing each year that they are in conformance with our conflict of interest policy. Further, our employee handbook contains our conflict of interest policy and all staff must sign an acknowledgement that they have received, read and understand the material contained in the employee handbook and will abide by its guidance. With respect to any potential conflict of interest involving a member of the board of directors or the president and chief executive officer, the executive committee of the board of directors will determine whether or not a conflict of interest exists, and whether or not such conflict materially and adversely affects the interests of ustelecom. A covered official whose potential conflict is under review may not debate, vote, or otherwise participate in such determination. If the executive committee of the board of directors determines that an actual or potential conflict of interest does exist, the committee shall also determine an appropriate remedy. Such remedy may include, for example, the recusal of the conflicted covered official from participating in certain matters pending before the board or other ustelecom body. Only disinterested members of the executive committee may participate in any review. The executive committee shall inform the board of its determination and recommended action. The board shall retain the right to modify or reverse such determination and action, and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy. With respect to any potential conflict of interest involving key employees, the president and ceo of ustelecom with appropriate consultation, shall determine whether such conflict exists and what is the appropriate remedy and shall exercise its authority with respect to the review of that decision or may refer it to the full board of directors.”

“Compensation of the president & ceo is set through a process of the executive committee of the board which includes establishment of annual goals and assessment of their achievement. The president & ceo operates under the authorized employment contract of the executive committee of the board. Compensation of staff has previously been reviewed by an independent consulting process, which included market comparability studies based on position requirements at similarly situated organizations. Annual increases and bonuses are based on performance against board approved goals and are determined by an internal compensation committee that is comprised of members of the senior staff (no internal committee member participates in his/her own compensation discussion).”

“The governing documents, conflict of interest policy and financial statements are not made available to the general public. However, the organization does have a process for providing copies on a case by case basis.”

“The executive committee shall have full power and authority to act on behalf of the board of directors on all matters except those exclusively reserved to the board of directors by the bylaws or the operation of law.”

“Consulting 3,312,246. Contractual services 471,855. Other expenses 672. Retirement plan administration 3,297. Fsap & cobra plan administration 7,856. Payroll services 22,445.”

“There has been no change in the audit oversight procedures from the prior year.”