Rural Cellular Association Inc

“The association is comprised of rural wireless communication companies, communications vendors and consultants. In order to qualify as a carrier member, an applicant must: 1. Be a federal communications commission (fcc) spectrum licensee, or an fcc-approved lessee of spectrum, or a high bidder for a license at the close of any fcc spectrum auction, providing or with plans to provide a two-way wireless services; and 2. Together with all affiliates, not have more than 80 million subscribers at the time of original application to become a carrier member (for the purposes of this clause, affiliates are defined as all entities controlling, controlled by or under common control with the applicant); and 3. Agree to comply with and be bound by the articles of incorporation of the association and these bylaws and any amendments thereto and such rules and regulations as may from time to time be adopted by the board of directors.”

“Voting. Each carrier member shall be entitled to one vote, and no more, upon each matter submitted to a vote. All questions shall be decided by vote of the majority of the carrier members represented in person or by proxy except as otherwise provided by law, the articles of incorporation of the association, or these bylaws. No person shall be the delegate of or cast the vote of more than one carrier member unless such person has been authorized to act on behalf of a carrier member as evidenced by a proxy, signed by the authorized representative of the carrier member and delivered to an officer (as defined in article v, section 1 of the bylaws) of the association, designating that person to act of behalf of the carrier member. Carrier members must authorize a representive for voting purposes by written certification to the secretary of the board. Written certification will remain valid until withdrawn by the official notification from such carrier member. The voting representative may not be affiliated with or an employee of an entity that is not a carrier member of the association.”

“The board of directors shall exercise all of the powers of the association, except such as are by law, or by the articles of incorporation, or by the bylaws, conferred upon or reserved to the members.”

“An independent accountng firm prepares and reviews the 990. The 990 is then reviewed by the organization's officers and accounting personnel. Any questions or concerns are addressed and corrections made. The 990 return is presented to the board of directors and approved by the board prior to filing.”

“Rca's board of directors require all directors, officers, and key employees to complete and submit an annual statement of disclosure, if applicable, detailing any facts or circumstances that might constitute a conflict of interest. The board of directors further requires directors, officers, and key employees to submit an amended statement of disclosure to reflect any material changes or additions to the submitted information that may arise during the course of the year. Officers, directors, and key employees are encouraged to err on the side of disclosure and to report any set of circumstances that may appear to pose a conflict of interest, even if there is uncertainty as to whether such circumstances should be disclosed.”

“The board of directors reviews comparability and contemporaneous substantiation data on other trade association ceos' duties, responsibilities and compensation. The independent board of directors reviews all the comparability data and ultimately approves the compensation for the ceo. A board of directors compensation committee exists to review the ceo's annual compensation and bonus package. The most recent compensation study done for the ceo was completed in 2022.”

“The organization's governing documents, conflict of interest policy and financial statements are not available to the public.”