Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 4 | THE ASSOCIATION'S BYLAWS WERE AMENDED TO OUTLINE THE PROVISIONS OF THE MERGER OF THE FILING ASSOCIATION AND THE ORGANIZATION FOR THE PROMOTION AND ADVANCEMENT OF SMALL TELECOMMUNICATIONS COMPANIES (OPASTCO). THE MERGER WAS EFFECTIVE ON MARCH 1, 2013. THE AMENDED ARTICLE ALLOWED FOR A TRANSITION PERIOD IN WHICH TEN OPASTCO MEMBERS WERE ADDED TO THE ASSOCIATION'S BOARD OF DIRECTORS TO SERVE FOR SPECIFIC TERMS. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE ASSOCIATION'S MEMBERSHIP IS COMPRISED OF COOPERATIVES, NONPROFIT CORPORATIONS, COMMERCIAL RURAL TELEPHONE COMPANIES, INDIVDIUALS, AND RELATED ASSOCIATE SERVICE PROVIDERS. THERE ARE TWO CLASSES OF VOTING MEMBERS: INCUMBENT LOCAL EXCHANGE CARRIER (ILEC) MEMBERS AND COMMONLY OWNED OR CONTROLLED ILEC MEMBERS. |
| FORM 990, PART VI, SECTION A, LINE 7A | EACH REGIONAL VOTING DIRECTOR IS ELECTED BY MEMBERS WITHIN THE RESPECTIVE REGION. TEN MEMBERS OF THE BOARD OF DIRECTORS WERE DRAWN FROM THE MERGING ORGANIZATION'S BOARD OF DIRECTORS AND ARE TO SERVE TERMS AS OUTLINED BY THE ASSOCIATION'S BY-LAWS. THESE DIRECTORS WILL NOT BE REPLACED ONCE THEIR TERMS END. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE ASSOCIATION'S BYLAWS MAY BE ALTERED, AMENDED OR REPEALED IF NOT LESS THAN TWO-THIRDS (2/3) OF THE BOARD OF DIRECTORS VOTES TO PRESENT THE MEMBERS WITH THE PROPOSED REVISED BYLAWS, AND THEREAFTER, THERE IS AN AFFIRMATIVE VOTE OF NOT LESS THAN TWO-THIRDS (2/3) OF THE MEMBERS VOTING AT ANY REGULAR OR SPECIAL MEETING, PROVIDED THAT THE OFFICIAL NOTICE OF SUCH REGULAR OR SPECIAL MEETING CONTAINS A COPY OF THE PROPOSED ALTERATION, AMENDMENT OR REPEAL. |
| FORM 990, PART VI, SECTION B, LINE 11 | THE FORM 990 IS REVIEWED BY BOTH THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PRIOR TO ITS FILING, BUT IT IS NOT REVIEWED BY THE ASSOCIATION'S BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE ASSOCIATION'S CONFLICT OF INTEREST POLICY APPLIES TO ALL BOARD MEMBERS AND OFFICERS. WHEN A PERSON BECOMES AWARE OF AN ACTUAL OR POTENTIAL CONFLICT, THEY DISCLOSE ALL RELEVANT INFORMATION TO THE BOARD CHAIR OR VICE CHAIR, REMOVE THEMSELVES FROM ALL DISCUSSIONS OF THE MATTER, AND REMOVE THEMSELVES FROM ALL VOTES ON THE MATTER. THE BOARD MAY VOTE TO ENTER THE TRANSACTION IF IT DETERMINES THAT THE TRANSACTION IS IN THE ASSOCIATION'S BEST INTEREST. ALL RELEVANT INFORMATION IS DOCUMENTED IN THE MEETING MINUTES. IF A PERSON VIOLATES THE ASSOCIATION'S CONFLICT OF INTEREST POLICY, THEY INFORM THE BOARD CHAIR AND THE ASSOCIATION'S GENERAL COUNSEL, WHO TAKE APPROPRIATE ACTION. |
| FORM 990, PART VI, SECTION B, LINE 15A | THE CHIEF EXECUTIVE OFFICER'S COMPENSATION IS REVIEWED BY AN INDEPENDENT COMPENSATION CONSULTANT THAT DOES A COMPARISON OF LIKE POSITIONS IN THE AREA AND PRESENTS THE STUDY TO THE NTCA BOARD FOR APPROVAL. OTHER OFFICERS' AND KEY EMPLOYEES' COMPENSATION IS REVIEWED BY A COMPENSATION CONSULTANT EVERY FIVE YEARS. CHANGES IN COMPENSATION ARE PRESENTED AND APPROVED BY THE CHIEF EXECUTIVE OFFICER. THIS PROCESS WAS LAST CONDUCTED IN 2010 FOR THE CHIEF EXECUTIVE OFFICER, AND THE OTHER OFFICERS' AND KEY EMPLOYEES' COMPENSATION WAS REVIEWED INTERNALLY BY THE ASSOCIATION IN 2010. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ASSOCIATION'S GOVERNING DOCUMENTS ARE AVAILABLE ON THE WEBSITE. THE ASSOCIATION'S CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART XII, LINE 2C: | THE PROCESS FOR SELECTION AND OVERSIGHT OF AN INDEPENDENT ACCOUNTANT HAS NOT CHANGED FROM PRIOR YEAR. |
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