TABLE OF CONTENTS
ARTICLE I: MEMBERSHIP PAGE
Section 1.1 Regular Members
Section 1.2 Associate Membership
Section 1.3 Rights of Voting Associate Members
Section 1.4 Application for Membership
Section 1.5 Regular Membership Fees, Dues and Assessments
Section 1.6 Associate Membership Fees, Dues and Assessments
Section 1.7 Withdrawal and Reinstatement of Membership
Section 1.8 Non-Payment of Annual Fees, Dues and Assessments
Section 1.9 Member Liability
Section 1.10 Certificates of Membership
Section 1.11 Expulsion
Section 1.12 Release of Interest
ARTICLE II. MEETINGS OF THE MEMBERS
Section 2.1 Annual Meetings
Section 2.2 Special Meetings
Section 2.3 Notice of Meeting
Section 2.4 Quorum and Certification of Delegates
Section 2.5 Delegates of Voting Members
Section 2.6 Voting
Section 2.7 Order of Business
Section 2.8 Lack of Quorum
Section 2.9 Rules of Order
ARTICLE III: STATEWIDE BOARD OF DIRECTORS
Section 3.1 Management
Section 3.2 Directors Number, Classifications and Alternates
Section 3.3 Director Eligibility
Section 3.4 Board Meetings
Section 3.5 Election of Officers
Section 3.6 Special Meetings
Section 3.7 Notice of Meetings
Section 3.8 Quorum
Section 3.9 Manner of Acting
Section 3.10 Committees
Section 3.11 Meeting Expense
Section 3.12 NCDC Delegate
Section 3.13 Presence
ARTICLE IV: OFFICERS
Section 4.1 Principal Officers
Section 4.2 Executive Committee
Section 4.3 Term of Officers
Section 4.4 Compensation
Section 4.5 Removal from Office
Section 4.6 Vacancies
Section 4.7 President
Section 4.8 First Vice President
Section 4.9 Secretary
Section 4.10 Treasurer
Section 4.11 Executive Vice President and General Manager
Section 4.12 Presence
Section 4.13 Delegation of Responsibilities
Section 4.14 Bond
ARTICLE V: BUSINESS MATTERS
ARTICLE VI: BYLAW AMENDMENTS
Section 6.1 Bylaws
ARTICLE I. - MEMBERSHIP
This Association shall consist of two types of members, regular and associate members.
SECTION 1.1 REGULAR MEMBERS: Regular membership in the North Dakota Association of Telephone Cooperatives shall be limited to telephone cooperatives providing local exchange telecommunica-tions services to end users in North Dakota.
SECTION 1.2 ASSOCIATE MEMBERSHIP: There shall be different classes of associate members in the North Dakota Association of Telephone Cooperatives. Different classes of associate members may have different rights as provided in these Bylaws. The classes of associate members are as follows:
- A) COOPERATIVE ASSOCIATE. Any telephone cooperative of another state providing local exchange telecommuni- cations service to end users in states which are immediately adjacent to North Dakota may apply for and be invited to become a cooperative associate member. Cooperative associate members shall be classified as voting members or non-voting members.
- B) COMMERCIAL ASSOCIATE. Any person, partnership, association or corporation that provides telecommuni- cations services in the state of North Dakota may apply for and be invited to become a commercial associate member. Commercial associate members shall be classified as voting members or non-voting members.
- C) SUPPORTING ASSOCIATE. Any other person, partnership,association or corporation that supplies goods or services to members, cooperative associates, or commercial associates may apply for and be invited to become a supporting associate member. Supporting Associate members are non-voting members.
- A) Be entitled to receive the same benefits and services rendered by this Association as are extended to members.
- B) Have the right to make use of the physical facilities of the State Association and the professional services made available to members whenever possible.
- C) Be forwarded all informational material, calendar issues, news and press mailings, and current publications issued by the Association for the benefit of all the members.
- D) Receive information about and may participate in all meetings, tours, and other planned activities of this Association.
- E) Receive the benefits of reduced costs of travel and purchasing obtained through the larger association group effort.
- F) Voting associate members shall be entitled to vote on all matters presented at membership meetings, except associate members shall not be entitled to vote on amendments to the articles of Association or bylaws or on proposals for dissolution of the Association or sale of substantially all of its assets.
SECTION 1.4 APPLICATION FOR MEMBERSHIP: Application for membership in the North Dakota Association of Telephone Cooperatives may be made in writing to the Board of Directors. Following appropriate and due consideration by the Board of Directors, an applicant may be invited to become a member of the North Dakota Association of Telephone Cooperatives on the 1st day of any quarter of any year as determined by the Board. Dues shall be assessed for the remaining quarters of the year in which membership is granted. No approved applicant shall become a member of the Association until it has paid the membership fee and the initial annual dues herein provided. By becoming a member, the member agrees to be bound by the Articles of Incorporation, Association Bylaws and any amendments thereto, and such policies, rules, and regulations as may, from time to time, be adopted by the Board of Directors and/or the membership of this association.
Any application for membership may be rejected. An application for cooperative associate or commercial associate membership may be approved with or without voting privileges, in the sole discretion of the Board of Directors. If a cooperative associate member or a commercial associate member is granted voting privileges, the right to vote may not be revoked except as membership is terminated as provided in Sections 1.8 and 1.11.
SECTION 1.5 REGULAR MEMBERSHIP FEES, DUES AND ASSESSMENTS: The annual membership fee for regular members shall be the sum of five ($5.00) dollars for each regular member of the Association. In addition, the annual dues for regular membership and any additional assessments shall be in such amounts as determined, prescribed and adopted by the Board of Directors. Annual regular membership fees, dues and any additional assessments shall be due and payable on or before January 15th of each year and shall be considered delinquent thereafter.
A yearly budget shall be prepared by the Budget Committee and shall be presented to the Statewide Board sixty (60) days in advance of the annual meeting. The North Dakota Association of Telephone Cooperatives Board of Directors shall consider and adopt a budget for the next fiscal year at the last board meeting prior to the annual meeting.
SECTION 1.6 ASSOCIATE MEMBERSHIP FEES, DUES AND ASSESSMENTS: The annual membership fee for associate members shall be five ($5.00) dollars. In addition, annual dues and any additional assessments shall be in such amounts as determined, prescribed and adopted by the Board of Directors for each class of associate members. Annual membership fees, dues and any additional assessments shall be due and payable on or before January 15th of each year and shall be considered delinquent thereafter.
SECTION 1.7 WITHDRAWAL AND REINSTATEMENT OF MEMBERSHIP: Any member may, by giving not less than three (3) months written notice of its intention to so do, voluntarily withdraw from membership in the Association and on compliance with, and performance of, all contracts of such member with this association. Any member may be reinstated in this Association immediately upon tendering payment in full of the current year's dues and assessments by making application to, and with the consent of, the Board of Directors.
SECTION 1.8 NON-PAYMENT OF ANNUAL FEES, DUES AND ASSESSMENTS: This Association, on non-payment of annual fees, dues and assessments by February 1st of each year, unless specific arrangements are made therefore and approved by the Board of Directors, shall mail a reminder to the management and directors of such member by February 15th of such year, and may thereafter consider the member as having voluntarily and automatically withdrawn from the Association and may discontinue services to such member. No notice needs to be given to a member if the Board of Directors decides to treat the membership rights as terminated.
SECTION 1.9 MEMBER LIABILITY: The property of the members of the Association shall be exempt from execution for debts of the Association and no member shall be liable or responsible for any debts or liabilities of the Association.
SECTION 1.10 CERTIFICATES OF MEMBERSHIP: Membership in the Association, and certificates representing such membership shall not be transferable, except that in case of merger or consolidation of a member with another corporation, membership may be vested in the successor corporation provided the latter is eligible for membership, and the Board of Directors approves of the transfer.
- A) Any regular or cooperative associate member of the Association which shall have violated or refused to comply with any of the provisions of the Articles of Incorporation or Bylaws, or the policies, or the rules and regulations adopted by the Board of Directors and the membership of the Association, may be expelled by a majority vote of all the delegates present and voting at any annual or special meeting of the members of the Association; provided, that before such vote is held, notice of the charges against such member shall have been given to it, and a reasonable opportunity afforded the charged member to be present and heard by the membership. Any member so expelled may be reinstated by a majority vote of all delegates present and voting at any subsequent annual or special meetings of the members.
- B) Any commercial associate or supporting associate member of the Association which shall have violated or refused to comply with any of the provisions of the Articles of Incorporation or Bylaws, or the policies, or the rules and regulations adopted by the Board of Directors and the membership of the Association, may be expelled by the Board of Directors.
SECTION 1.12 RELEASE OF INTEREST: Termination of membership in any manner shall, except as herein provided, operate as a release of all right, title and interest of the member in the property and assets of the Association; provided, however, that such termination of membership shall not release the member from the debts or liabilities of such member to the Association.
ARTICLE II - MEETINGS OF THE MEMBERS
SECTION 2.1 ANNUAL MEETINGS: An annual meeting of all the members of the Association shall be held each year, at such place in North Dakota and at such time as shall be determined by the Board of Directors. At such annual meeting, any business of the Association may be transacted. Members shall have authority at each annual meeting to amend bylaws, adopt resolutions, and in general, proceed with the general affairs of the Association.
At any time at any annual meeting the President or the Board of Directors may restrict the attendance and participation to regular members and voting associate members.
SECTION 2.2 SPECIAL MEETINGS: Special meetings of the members may be called by the President or by the Board of Directors or by at least twenty-five (25%) percent of the members, upon a written request delivered to the Secretary, specifying the purpose of the meeting, and notice of such special meeting shall be signed by the President or Vice President, or by three (3) or more of the petitioning members. Special meetings may be held at any place in North Dakota designated by the persons calling such meeting, and shall be held not less than twenty (20) nor more than sixty (60) days after the request therefor is delivered to the Secretary. No business shall be transacted at any special meeting except as set out in the notice of the special meeting. At any time at any special meeting the President or the Board of Directors may restrict the attendance and participation to regular members and voting associate members.
SECTION 2.3 NOTICE OF MEETING: Written or printed notice of each annual or special meeting of all the members, stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than thirty (30) days before the date of such meeting, either personally or by mail, by or at the direction of the Secretary or by the persons so calling the meeting, to each member and associate-member cooperative, and each director of such members, at its or their address as it appears on the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, in a sealed envelope, addressed to the manager of each member and associate-member cooperative, and each director of such cooperatives, at its or the director's address as it appears on the records of the Association, with postage thereon prepaid. The failure of any member or associate-member cooperative, or member directors thereof to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken at that meeting.
SECTION 2.4 QUORUM AND CERTIFICATION OF DELEGATES: The presence of delegates from at least fifty (50%) percent of the total number of regular members of the Association, in good standing in this Association with all dues and assessments paid, shall constitute a quorum for the transaction of business at all meetings of the members. No delegate shall be counted when determining a quorum, nor shall the delegate participate actively in any meeting until there shall have been filed with this Association, a certificate signed by the President or Vice President, and the Secretary of the member certifying that the delegate has been selected as a delegate from the member and authorized to cast such member's vote. No delegate of a voting associate member shall participate actively in any meeting until there shall have been filed with the Secretary of this association, a certificate signed by one of the principal officers of such associate member, certifying that the delegate has been duly selected as a delegate from such associate member and authorized to cast a vote on behalf of such associate member.
- A) REGULAR MEMBERS. Each regular member cooperative shall be entitled to five (5) delegates at each annual or special meeting, each of whom must be a director of the cooperative member the delegate represents, and each of whom shall have one (1) vote on all matters to be voted upon at the meeting.
- B) COOPERATIVE ASSOCIATE MEMBERS. Each voting cooperative associate member shall be entitled to one (1) delegate and one (1) vote on all matters to be voted on at the meeting, except as limited by Section 1.3(F).
- C) COMMERCIAL ASSOCIATE MEMBERS. Each voting commercial associate member shall be entitled to one (1) delegate and one (1) vote on all matters to be voted on at the meeting, except as limited by Section 1.3(F).
- D) DELINQUENT MEMBERS. No member shall be entitled to vote at any meeting if it is delinquent in payment of fees, dues or assessments.
SECTION 2.6 VOTING: No individual delegate may cast more than one (1) vote. Proxy voting is prohibited. All questions shall be decided by vote of a majority of the delegates voting thereon, except as otherwise provided by law, the Articles, or the Bylaws.
SECTION 2.7 ORDER OF BUSINESS: The presiding officer may adopt any order of business which provides an opportunity for full consideration of all matters to come before the meeting, subject to any proper action by the delegates of members assembled to change the order of business. Unless such a different order of business is adopted by the President, or the delegates of the members assembled, the order of business at the annual meeting of the members, and so far as possible at all other meetings of members, shall be as follows:
- 1) Call of the roll or registration of the members.
- 2) Credential committee report certifying the number of voting delegates present.
- 3) Reading of the Notice of the Meeting and proof of mailing thereof, or the waiver or waivers of notice of the meeting as the case may be.
- 4) Reading of unapproved minutes of meetings of the members and the taking of necessary action thereon.
- 5) The transaction of any other business which may properly come before the meeting.
SECTION 2.9 RULES OF ORDER: At all meetings of the members, of the Board of Directors and of any committees thereof, meeting procedures shall be governed by the latest edition of Robert's Rules of Order, except to the extent such procedures otherwise determined by law, by the Articles of Association, or by the Bylaws.
ARTICLE III - STATEWIDE BOARD OF DIRECTORS
SECTION 3.1 MANAGEMENT: The business and affairs of the Association shall be managed by a Board of Directors. They shall have the power to review and control the actions of the Executive Committee. Each director shall be identified as a regular director or as an associate director, according to the class of the member which elected the director.
SECTION 3.2 DIRECTORS NUMBER, CLASSIFICATIONS AND ALTERNATES: The number of directors shall be one (1) director from each regular member cooperative. Prior to the annual meeting, each regular member of the Association shall elect one (1) of its directors to serve as a director of this Association. Further, each regular member may elect an alternate director. The alternate director shall serve in the absence of the director, with full power of representation. In the event both the director and alternate are unable to attend a board meeting, the director or alternate may designate a representative from the member's board or management to attend. This designee shall serve in their absence at the board meeting with full power of representation. Directors shall serve for a term of one (1) year and/or until the director's successor has been elected and qualified.
SECTION 3.3 DIRECTOR ELIGIBILITY: If, during a term as director, either the director or alternate shall cease to be a director of the cooperative member the director represents, such director or alternate director shall automatically cease to be a directors of this Association, and the member cooperative thereupon shall elect a successor to serve for the balance of such term. The President or Vice President, and the Secretary of each member of this Association shall certify to this Association in writing, the election of the successor-individual(s) to serve on the Board of Directors of this Association.
SECTION 3.5 ELECTION OF OFFICERS: A meeting of the Board of Directors shall be held, without notice, immediately after and at the same place as the annual meeting of the membership of this Association, for the purpose of election of officers and the transaction of any other business as may come before the Board.
SECTION 3.6 SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the President, by any three (3) Statewide Directors, or by a person authorized to do so by prior action of the Board of Directors. The person or persons calling special meetings of the Board of Directors may fix the time and place for the holding of any special meeting of the Board of Directors called by them.
SECTION 3.7 NOTICE OF MEETINGS: Notice of the time, place and purpose of any special meeting of the Board of Directors shall be given at least ten (10) days previous thereto, by written notice, delivered personally or by mail to each director at the director's last known address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mails so addressed, with postage thereon prepaid. The attendance of a director at a meeting shall constitute a waiver of such notice.
SECTION 3.8 QUORUM: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the directors are present at said meeting, then a majority of the directors present may recess the meeting from time to time without further notice, provided that the Secretary shall cause notice to any absent directors of the time and place of the recessed meeting.
SECTION 3.9 MANNER OF ACTING: The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, provided that a majority of the regular directors present at the meeting shall be among the majority voting in favor of an action. Any action which may be taken at a meeting of the directors may be taken without a meeting if a writing setting forth and approving the action taken shall be signed by all of the directors entitled to vote upon such action. In such cases, such consent shall have the same force and effect as if a meeting had been held.
SECTION 3.10 COMMITTEES: Committees shall be selected from the Boards of Directors of members in good standing. The interim chairman of each committee shall be selected by the Association Board until the committee meets, at which time it will select its own chairman. One member of the Budget Committee shall be the Treasurer of the Statewide Association. Personnel for consultation shall be made ex-officio members and their services encouraged and utilized to the fullest extent practicable. Any committee shall only be empowered to make recommendations to the full Board of the membership at large for formal disposition.
SECTION 3.11 MEETING EXPENSE: Members of the Board of Directors and delegates to meetings of the membership shall receive no expenses or per diem from the Association, for attending any Board of Director, Annual, Regional or National meetings unless so provided by the Board. Further, the Board of Directors may provide for payment by the Association of per diem and expenses for those attending meetings of the Executive Committee or other committees, provided compensation is not received from more than one (1) source.
SECTION 3.12 NCDC DELEGATE: The Statewide Board of Directors shall elect a delegate(s) and alternate(s) to the annual meeting of NCDC, such delegate(s) and alternate(s) to be selected from the North Dakota membership in North Central Data Cooperative.
SECTION 3.13 PRESENCE: Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or any such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
ARTICLE IV - OFFICERS
SECTION 4.1 PRINCIPAL OFFICERS:The officers of the Association shall be a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer, each of whom must be a member of the Board of Directors of a voting member cooperative.
SECTION 4.2 EXECUTIVE COMMITTEE: The officers shall constitute the Executive Committee of the Association. In the case of a North Dakota director sitting on the National Telephone Cooperative Association Board, such director may also sit on this Association's Executive Committee in an advisory capacity but shall have no vote.
SECTION 4.3 TERM OF OFFICERS: Each officer of the Association shall hold office for a period of one (1) year and until the next annual meeting of the membership or until the officer's successor has been elected and qualified.
SECTION 4.4 COMPENSATION: The President, First and Second Vice President, Secretary and Treasurer shall receive no additional compensation for their services as such officers, other than that provided NDATC directors. The Board of Directors may authorize the Association to pay part, or all, of the actual expenses of the President, or the President's representative or alternate, incurred in Association business.
SECTION 4.5 REMOVAL FROM OFFICE: Any officer or agent elected or appointed by the Board of Directors may be removed by a majority vote of the Board whenever in its best judgement the best interests of the Association would be served thereby.
- A) Be the principal office of the Association, and shall preside at all meetings of the members, the Board of Directors and the Executive Committee.
- B) Sign, with the Secretary, certificates of membership, the issue of which shall have been authorized by resolution of the Board of Directors, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Bylaws to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed;
- C) In general, perform all duties incident to the office of President, and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 4.8 FIRST VICE PRESIDENT:In the absence of the President, or in the event of the President's inability or refusal to act, the First Vice President shall perform the duties of the President, and when so acting, shall have the powers of, and be subject to, all the restrictions upon the President and shall perform such other duties as, from time to time, may be assigned to him by the Board of Directors.
- A) Cause minutes of meetings of the members of the Board of Directors and the Executive Committees to be kept;
- B) Cause notices to be given in accordance with these Bylaws or as required by law;
- C) Cause proper custody of the corporate records;
- D) Cause a register of the post office address of each member to be kept, which shall be furnished to the Association by such member;
- E) Sign, with the President, certificates of membership, the issue of which shall have been authorize by the Board of Directors;
- F) Have general charge of the books of the Association, in which a record of the members is kept;
- G) Cause to be kept on file at all times a complete copy of the Bylaws of this Association, containing all amendments thereto, which copy shall always be open to the inspection of any member, and at the expense of the Association, forward a copy of the Bylaws and of amendments thereto to each member;
- H) In general, perform all duties incident to the office of Secretary, and such other duties as, from time to time, may be assigned to him by the Board of Directors.
- A)Cause proper custody of all funds and securities of the Association.
- B)Cause receipts for monies due and payable to the Association from any source whatsoever to be given, and cause deposit of all monies on the name of the Association in such bank or banks as shall be selected in accordance with the provisions of these Bylaws.
- C) In general, perform all other duties incident to the office of Treasurer, and such other duties as, from time to time, may be assigned to him by the Board of Directors.
SECTION 4.11 EXECUTIVE VICE PRESIDENT AND GENERAL MANAGER:The Executive Vice President and General Manager shall manage the affairs of the Association under the supervision of the Board of Directors and in accordance with the policies adopted by the Board of Directors.
SECTION 4.12 PRESENCE:Any one or more members of the Executive Committee may participate in the meeting of the Executive Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.
SECTION 4.13 DELEGATION OF RESPONSIBILITIES:Notwithstanding the duties, responsibilities and authorities of the officers provided for in these Bylaws, the Board of Directors or the Executive Committee by resolution may, except as otherwise limited by law, delegate wholly or in part the responsibility and authority for, and the regular and routine administration of, one or more of such officer's duties to one or more agents of the Executive Committee. To the extend that the Board of Directors of the Executive Committee does so delegate with respect to either such officer, that officer as such shall be released from such duties, responsibilities and authorities.
SECTION 4.14 BOND:The Board of Directors may require the Secretary or the Treasurer, or any other officer or employee of the Association charged with responsibility for the custody of any of its funds or property, to give bond in such sum and with such surety as the Board of Directors may determine, such bond to be furnished at the expense of the Association.
ARTICLE V - BUSINESS MATTERS
SECTION 5.1 CONTRACTUAL AUTHORITY:Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer of officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name and on behalf of the Association, and such authority may be general or confined to specific instances.
SECTION 5.2 MANAGEMENT:The Board of Directors may employ an Executive Vice President and General Manager, either upon a part-time or full time basis. The Executive Vice President and General Manager shall have such authority and duties, and receive such compensation as the Board may, from time to time, determine.
SECTION 5.3 INDEMNIFICATION AND INSURANCE:This Association shall indemnify and shall have the power to purchase and maintain insurance to indemnify any person who is or was a director, officer, manager, employee, or agent in this Association and any person serving at the request of this Association as a director, officer, manager, employee or agent of another cooperative, joint venture, association, or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him to the fullest extent to which such officer, directors and employees of an association may be indemnified under the laws of this state or any amendments thereto or substitutions therefor.
ARTICLE VI - BYLAW AMENDMENTS
SECTION 6.1 BYLAWS:The Bylaws may be altered, amended or repealed by the affirmative vote of not less than two-thirds (2/3) of the delegates present and voting at any regular or special meeting provided that at such special meeting, notice of such meeting shall contain a copy of the proposed alteration, amendment, or repeal. After such alteration has been adopted, all members shall be notified of such action as soon as it is conveniently possible.