Ctam Cable & Telecommunications

“The members of the Board of Directors who are also officers of the Corporation, plus additional members of the Board as appointed by the Chair and approved by the Board, shall constitute an Executive Committee. When the Board of Directors is not in session, the Executive Committee shall exercise the power of the Board, with the exception of any matters which are required to be submitted to the members for their approval.The members of the Board of Directors who are also officers of the Corporation, plus additional members of the Board as appointed by the Chair and approved by the Board, shall constitute an Executive Committee. When the Board of Directors is not in session, the Executive Committee shall exercise the power of the Board, with the exception of any matters which are required to be submitted to the members for their approval.”

“Membership in the Corporation shall be divided into the following classifications for annual membership dues or for the election of Directors or for such other purposes as the Bylaws of the Corporation may prescribe: (a) Regular membership in the Corporation shall be open to any firm engaged in the management or marketing, or communications areas of the cable industry, including multisystem operators ("MSO's") and systems, content providers, industry associations, and suppliers of equipment and services to cable, but not including direct broadcast satellite, incumbent local exchange carriers as of July 1, 2005, electric utilities or municipally-owned cable systems and subsidiaries and affiliates of the foregoing. Regular members have the right to vote on amendments to the Bylaws, as well as any other proposed actions submitted to the membership by the Board; voting shall be exercised through members' authorized representatives. Cable company regular members each have one vote. Content provider regular members and supplier members each have one vote. Each member firm eligible to vote shall designate one authorized representative to take action on its behalf. The Corporation shall keep an official record of all authorized representatives, and a member firm must provide written notice to the Corporation to change its authorized representative. (b) Honorary membership may be conferred by the Board of Directors upon any outstanding person who, in the opinion of the Board of Directors, has contributed to the success of this Corporation and/or the well-being of the profession, or who has received recognition and reflected the same in the interest of the profession. Honorary members shall not be required to pay dues, nor shall they have a vote. (c) Academic membership shall be open to students in the field of communications. Students may be charged a nominal fee for academic membership, and shall not have a vote, but may participate in meetings or other activities of the Corporation.”

“Regular members have the right to vote on amendments to the Bylaws, as well as any other proposed actions submitted to the membership by the Board; voting shall be exercised through members' authorized representatives. Cable company regular members each have one vote. Content provider regular members and supplier members each have one vote. Each member firm eligible to vote shall designate one authorized representative to take action on its behalf.”

“A copy of the Form 990 is distributed to all Audit Committee members and Board Executive Committee members for review prior to filing. A period of time prior to filing is provided for comments and questions.”

“Process for Board: Annually, the President (or the President's designee) shall send to CTAM's board members a copy of a Conflict of Interest Questionnaire which shall be completed and returned to him/her. Following her review, the President shall submit a confidential report to the Executive Committee concerning any interests of board members that might represent a potential conflict of interest. The issue may be addressed by the Executive Committee to determine whether any one or more of the following actions are warranted: 1) no action required; 2) full disclosure to the board; 3) Executive Committee and/or full board determination of whether additional action is warranted. New board members shall participate in a similar procedure immediately upon assumption of his or her service. Process for Key Employees: annually, the President (or the President's designee) shall send to key staff members or employees a copy of a Conflict of Interest Questionnaire which shall be completed and returned to him/her. The President shall review each questionnaire to determine whether or not potential conflicts exist. If the President does determine that a conflict does exist, he or she will determine the appropriate corrective action to address the conflict up to and including potential termination of employment.”

“For the CEO, compensation is reviewed and determined by the CTAM Executive Committee with input from legal counsel, and, if necessary, from third-party compensation specialists. The process does include review of comparability data and substantiation of the decision. For all Vice-Presidents, compensation is reviewed and determined by the President/CEO on an annual basis. For the director level employees, compensation is reviewed and recommended by Supervising VP and approved by President/CEO. This process may include review of comparability data and does require substantiation of the decision.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available to the public upon request.”

“The audit oversight process has not changed from the prior year.”