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BY-LAWS
of the EASTERN RURAL TELECOM ASSOCIATION ARTICLE I The name of this Association shall be "Eastern Rural Telecom Association" (ERTA). Its chief office shall be in Colonial Heights, Virginia. ARTICLE
II OBJECTIVES ERTA is a forum established for the following purposes: 1. Promote and strengthen the relationship between various lending institutions and the ERTA company members, and to provide a forum in which these parties can gather and discuss their interests and mutual benefits. 2. Preserve universal service, averaged toll rates, and the integrity of the certificated service areas of telephone companies serving rural areas when deemed to be in the best interest of the member companies and their customers. 3. Work with governmental agencies that promote a high quality of telecommunications services in rural America. 4. Take those steps necessary to encourage member companies to participate in grass roots legislative efforts as deemed necessary for the interest of our member companies and their customers. 5. Complement and work with state/regional and/or national organizations in promoting joint efforts which are deemed in the best interest of our member companies. 6. To Support members through education and information including financial planning, funding options and technological advances. ARTICLE III MEMBERSHIP SECTION 1. The membership shall consist of two classes: Company Membership and Associate Membership. SECTION 2. A. COMPANY MEMBERSHIP Any individual, firm, partnership, corporation, or cooperative owning and/or operating one or more local exchanges in the Eastern Part of the United States, is eligible for active membership in this Association. Each Company Membership in good standing shall be entitled to one vote in any meeting of the membership, and such vote may be cast by any accredited representative of such Company. B. ASSOCIATE MEMBERSHIP Any individual, firm, partnership, corporation or cooperative that does business with ERTA Company Membership members, providing services, equipment, and/or consulting. Associate Members have no vote or voice in meetings of the membership. SECTION 3. APPROVAL AND ELIGIBILITY OF MEMBERSHIP Applications for membership shall become effective upon an affirmative majority vote of the Board of Directors of the Association, and upon payment of the regular annual dues as hereinafter provided. Applications for membership made in the interim period between Board meetings may be approved by the Executive Committee. Members in good standing are those whose applications have received favorable consideration, whose dues have been paid and whose names appear in the official records of the Association as members. SECTION 4. TERMINATION OF MEMBERSHIP Membership in this Association may be terminated for any of the following reasons: (a) Change in ownership. (b) Failure to pay dues or assessments. (c) By majority recommendation of the Board of Directors or approval by an affirmative vote of two-thirds of the eligible members voting for that purpose at any regular or special meeting of the Association. Membership may also be terminated for any other valid reason upon an affirmative vote or two-thirds of the membership voting for that purpose. Membership may be terminated by the Board of Directors in the event a member fails to pay delinquent dues or assessments within 60 days after notice by the Secretary-Treasurer to do so. ARTICLE IV DUES SECTION 1. The annual dues for each company membership and associate membership shall be fixed annually by the Board of Directors. SECTION 2. All dues are due and payable on January 1st of each calendar year, or as directed by the Board of Directors. ARTICLE V MEETINGS OF MEMBERSHIP SECTION SECTION 1. REGULAR MEETING The regular annual meeting of the Association shall be held at such time and place as may be designated by the Board of Directors. SECTION 2. SPECIAL MEETING Special meetings of the Association may be called at any time by the Board of Directors and may also be called by the Officers upon petition of one-third or more of the Company Members in good standing. SECTION 3. NOTICE OF MEETING Written or printed notice of the time and place of holding each meeting of the Association shall be given by mailing the same to the last known address of each member. The notice of any Special Meeting shall set forth the subject or subjects to be considered and no business affecting the general interest or welfare of this Association shall be transacted except as specified in such notice. SECTION 4. QUORUM A quorum at any regular or special meeting of the membership shall consist of not less than five percent (5%) of the Company and Associate Members. ARTICLE VI MANAGEMENT OF ASSOCIATION SECTION 1. BOARD OF DIRECTORS The number of Members of the Board of Directors of this Association will be established by the Board. Eligibility for Board Membership is confined to employees of eligible Company or Associate Members or retirees of Company or Associate Members. Eligibility for Board Membership is confined to employees of eligible Company or Associate Members or retirees of Company or Associate Members. 2. ELECTION OF BOARD A Nominating Committee consisting of the two past Presidents and the current President shall nominate members for the Board of Directors. The Board of Directors shall be elected by popular ballot at the Annual Meeting. Each shall have a term of three (3) years. SECTION 3. VACANCIES ON THE BOARD The President of the Association may fill all vacancies occurring in its membership between regular membership meetings, by the appointment of qualified members to serve until the next regular membership meeting at which time such vacancies shall be filled by election of the membership, for the remainder of the un-expired terms. SECTION 4. REMOVAL FROM THE BOARD Any member of the Board of Directors, whose employment or relationship is terminated by the member company represented, will be removed as a Director, without prejudice. Any member of the Board of Directors who is absent (without sending a "substitute with proxy") from Board Meetings for a period of one year, may be removed, without prejudice, at the discretion of the Executive Committee. ARTICLE VII DUTIES OF BOARD OF DIRECTORS SECTION 1. The Board of Directors shall exercise such powers and perform such duties as may be necessary and appropriate for the proper operation and management of this Association. The Board shall determine the time and place of regular and special meetings of the membership, either in person or by teleconferencing, as provided in Article V. It shall be the duty of the Board of Directors to supervise and control the finances of this Association. The Board shall have the power and authority to increase or decrease membership dues as provided in Article IV. It shall annually elect the officers of this Association as shown in Article IX on a bi-annual basis for two (2) year terms. The Board of Directors shall perform such duties as may be vested in it by the Members of this Association. ARTICLE VIII MEETING OF THE BOARD OF DIRECTORS SECTION 1. An annual meeting of the Board of Directors shall be held as scheduled by the Executive Committee. Special meetings of the Board of Directors shall be held as called by the President, or twenty-five percent (25%) of the Board of Directors. SECTION 2. QUORUM Fifty percent (50%) of the members of the Board of Directors shall constitute a quorum for the transaction of business of this Association. Proxies shall be included in the count for a quorum. ARTICLE IX OFFICERS OF THIS ASSOCIATION SECTION 1. OFFICERS The Officers of this Association shall be President, First Vice President, Second Vice President, and a Secretary-Treasurer, to be elected by the Board. No President or First Vice President shall succeed himself in an office, which he has held for two full terms. Other offices may be created and filled at the discretion of the Board of Directors, such tenure to run at the pleasure of the Board, and removal therefrom may be with or without cause. The officers of this Association shall hold office from the close of the regular annual meeting at which they were elected until the close of the second succeeding regular annual meeting or until their successors are elected. A vacancy in any office may be filled for the unexpired term by election by the Board of Directors. OfficersÕ compensation will be as determined by the Board of Directors. To insure continuity each officer will inform his successor of the responsibilities of his office. The use of "masculine terms" shall not be construed as to be gender specific. ARTICLE X DUTIES OF THE OFFICERS SECTION 1. PRESIDENT The President of the Association shall be the Chief Executive Officer and have general charge of the affairs of the Association under the direction of the Board of Directors. He shall preside at all meetings of the membership, meetings of the Board of Directors, and meetings of the Executive Committee. He shall, together with the Secretary-Treasurer, sign and execute all contracts and obligations of the Association and shall perform such other duties as may be assigned to him by the Board of Directors or as prescribed by the Association or as contained in the Constitution. He shall call meetings of the Executive Committee on his own motion or upon request of two of its members. He shall appoint all committees, including a nominating committee for board members and officers. SECTION 2. FIRST and SECOND VICE PRESIDENT The duties of the First Vice President shall be to act in the absence of the President and to perform such other duties as may be assigned to him by the President or by the Board of Directors. The Second Vice President shall perform such duties as may be assigned. SECTION 3. SECRETARY-TREASURER The duties of the Secretary-Treasurer shall be to keep the records of the Association; to take and preserve the minutes of meetings of the Membership and of the Board of Directors; to notify Members of regular and special meetings of the membership and of the Board of Directors. Also, the duties of the Secretary-Treasurer shall be to take, preserve, compile, submit financial and other similar Association reports to the Membership and detailed reports to the Board of Directors; to supervise the collection of all monies due the Association and the payment of all bills of the Association upon order of the President or the Board of Directors. SECTION 4. EXECUTIVE COMMITTEE To assist in the management of the affairs of the Association, there shall be an Executive Committee consisting of the President, First Vice President, Second Vice President, and Secretary-Treasurer, to act in the absence of the Board of Directors in such matters as do not necessitate Board action, in instances where preliminary meetings are necessary to determine information to be subsequently considered by the Board of Directors, and to make necessary decisions between Board meetings. The Executive Committee will keep minutes of meetings and present those minutes at the next Board Meeting for approval. A simple majority of the Executive Committee members present will constitute a quorum. The Executive Committee is vested with the authority to act in what it deems the best interest of the membership. ARTICLE XI CORPORATE SEAL This Association shall have a corporate seal, which shall consist of a circular die having engraved thereon, the words: "Eastern Rural Telecom Association." ARTICLE XII AMENDMENT This Constitution and By-laws may be amended or repealed by the affirmative vote of a majority of the Board of Directors present at any regular or special meeting. ARTICLE XIII ORDER OF BUSINESS In the government of this Association or its Committees, the latest revision of RobertsÕ Rules of Order shall prevail. ARTICLE XIV LIMITATION OF LIABILITY, INDEMNIFICATION, AND INSURANCE A. In this Article: "applicant" means the person seeking indemnification pursuant to this article. "expenses" includes counsel fees. "liability" means the obligation to pay a judgement, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding. "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative and whether formal or informal. B. In any proceeding brought by or in the right of the Association or brought by or on behalf of members of the Association, no director or officer of the Association shall be liable to the Association or its members for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of this Article, except for liability resulting from such personÕs having engaged in willful misconduct or a knowing violation of the criminal law. C. The Association shall indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a member in the right of the Association or brought by or on behalf of members of the Association, by reason of the fact that he is or was a director, officer, employee or agent of the Association, or (ii) any director, officer, employee or agent who is or was serving at the request of the Association as a director, trustee, partner or officer of another Association, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. A person is considered to be serving an employee benefit plan at the AssociationÕs request if his duties to the Association also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The Board is hereby empowered, by a majority vote of a quorum of disinterested Directors, to enter into a contract to indemnify any Director, officer, employee or agent in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract. D. No amendment or repeal of this Article shall have any effect on the rights provided under this Article with respect to any act or omission occurring prior to such amendment or repeal. The Association shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to make any indemnity under this Article and shall promptly pay or reimburse all reasonable expenses, including attorneysÕ agent in conjunction with such actions and determinations or proceedings of any kind arising therefrom. E. The termination of any proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in Section B or C of this Article. F. Any indemnification under Section C of this Article (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the applicant is proper in the circumstances because he has met the applicable standard of conduct set forth in section C. The determination shall be made: 1. By the Board by a majority vote of a quorum consisting of directors not at the time parties to the proceeding. 2. If a quorum cannot be obtained under subsection 1 of this section, by majority vote of a committee duly designated by the Board (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding. 3. By special legal counsel. a. Selected by the Board or its committee in the manner prescribed in subsection 1 or 2 of this section; or b. If a quorum of the Board cannot be obtained under subsection 1 of this section and a committee cannot be designated under subsection 2 of this section, selected by majority vote of the full Board in which selection directors who are parties may participate; or 4. By the members, but directors who are parties to the proceeding shall not be permitted to vote on the determination. Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such evaluation as t reasonableness of expenses shall be made by those entitled under subsection 3 of this section F to select counsel. Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to this Article shall be made by special legal counsel agreed upon by the Board and the applicant. If the Board and the applicant are unable to agree upon such special legal counsel the Board and the applicant each shall select a nominee, and the nominees shall select such special legal counsel. G. 1. The Association shall pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under section C if the applicant furnishes the Association: a. A written statement of his good faith belief that he has met the standard of conduct described in section C; and b. A written undertaking executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet such standard of conduct. 2. The undertaking required by paragraph (b) of subsection 1 of this section shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment. 3. Authorizations of payments under this section shall be made by the persons specified in section F. H. The Board is hereby empowered, by majority vote of a quorum consisting of disinterested Directors, to cause the Association to indemnify or contract to indemnify any person not specified in section B or C of this Article who was, is or may become a party to any proceeding, by reason of the fact that he is or was an employee or agent of the fact that he is or was an employee or agent of the Association, or is or was serving at the request of the Association as director, officer, employee or agent of another Association, partnership, joint venture, trust employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in section C. The provisions of sections D through G of this Article shall be applicable to any indemnification provided hereafter pursuant to this section H. I. The Association may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board may determine, on behalf of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another Association, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Association would have power to indemnify him against such liability under the provision of this Article. J. Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article on the Board shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Association or others, with respect to claims, issues or matters in relation to which the Association would not have the power to indemnify such person under the provisions of this Article. Such rights shall not prevent or restrict the power of the Association to make or provide for any further indemnify, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, by-laws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board (whether or not any of the Directors of the Association shall be party to or beneficiary of any such agreements, by-laws or arrangements); provided, however, that any such agreements shall not be effective if and to the extent that it is determined to be contrary to this Article or applicable laws of the Commonwealth of Virginia. K.
Each provision of this Article shall be severable, and an adverse
determination as to any such provision shall in no way affect the
validity of any other provision. |
