Citizens Telephone Cooperative

“Citizens telephone cooperative is a member-owned telephone cooperative.”

“Members are responsible for voting for the board of directors each year at the cooperative's annual meeting. The eight board members each serve three year terms, and they are on a rotating basis. Three board positions are up for election one year, three the next, and then two, and so on.”

“Except as otherwise required by the virginia telephone cooperatives act or other applicable law, the members shall have only the following voting rights: (1) any corporate action, except the election of directors, a merger, sale or other disposition of all or substantially all of the cooperative's assets other than in the usual and regular course of business or dissolution, which, under applicable law, requires approval of the members, shall be approved at a meeting at which a quorum of the members is present if the votes cast in favor of the action exceed the votes cast against the action. (2) directors shall be elected by a plurality of the votes cast by the members entitled to vote in the elections at a meeting at which a quorum is present; and (3) a merger, sale or other disposition of all or substantially all of the cooperative's assets otherwise than in the usual and regular course of business, or dissolution shall be approved by majority of the votes present and entitled to vote on the transaction at a meeting at which a quorum of the members is present.”

“A complete copy of the organization's final form 990 (including all required schedules), as ultimately filed with the internal revenue service, was provided to each person who was a voting member of the governing body at the time the form 990 was provided, whether in paper or electronic form, before its filing with the internal revenue service.”

“Currently the conflict of interest policy is not signed off on by the board of directors on a annual basis. It is in the cooperative's bylaws, which are printed in the cooperative's directory each year and in the board manual, which each board member receives. The board of directors intends to have it on their agenda to decide whether or not to have the conflict of interest policy reviewed and signed off on annually.”

“Citizens telephone cooperative has an annual performance review of top management. The board of directors does the annual performance review of the general manager, which encompasses company goals and objectives which are set forth in the general manager's contract, which runs from january to december of each year. The performance reviews are noted in the board of directors minutes. Eight years ago, the previous general manager retired. The board of directors had advance notice that the prior general manager was planning to retire. The current general manger was assistant general manager at that time, and he was groomed for the position of general manager by the prior general manager.”

“Citizens telephone cooperative makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Increase (decrease) in patronage capital accounts 1,213,920.”

“The cooperative's process for oversight of the audit of its financial statements and for selection of an independent accountant has not changed from the prior year. The board of directors also acts as the audit committee. Both the cooperative and each of its two subsidiaries' yearends are december 31, 2013. However, consolidated financial statements for the parent and its two subsidiaries will be prepared as of june 30, 2014.”