Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
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| FORM 990, PART III, LINE 4A | ACA APPLAUDS DOJ FOR REQUIRING DISNEY TO DIVEST 22 FOX REGIONAL SPORTS NETWORKS THE AMERICAN CABLE ASSOCIATION APPLAUDS THE DEPARTMENT OF JUSTICE FOR CONDITIONING DISNEY'S ACQUISITION OF FOX ASSETS ON DISNEY'S DIVESTITURE OF FOX'S 22 REGIONAL SPORTS NETWORKS (RSNS). AFTER THE DEAL WAS ANNOUNCED, ACA RAISED CONCERNS WITH THE DOJ THAT THE PROPOSED COMBINATION WOULD GIVE DISNEY CONTROL OF THESE CRITICAL PROGRAMMING NETWORKS THAT COULD BE BUNDLED WITH ITS OTHER NATIONAL AND LOCAL PROGRAMMING ASSETS TO HARM CONSUMERS IN MANY MARKETS, PARTICULARLY BECAUSE DISNEY WOULD CONTROL SO MUCH KEY NATIONAL AND REGIONAL SPORTS PROGRAMMING RIGHTS. ACA SUGGESTED THAT DISNEY'S DIVESTITURE OF FOX'S RSNS WOULD MITIGATE THE PRIMARY HARM OF THE DEAL. ACA IS PLEASED TO SEE THE DOJ AGREED WITH OUR CONCERNS. AS THE DOJ COMPLAINT EXPLAINS, THE COMBINATION OF DISNEY'S ESPN NETWORKS WITH FOX'S RSNS WOULD LIKELY SUBSTANTIALLY LESSEN COMPETITION RESULTING IN HIGHER PRICES PAID BY PAY TELEVISION PROVIDERS AND THEIR CUSTOMERS. "DOJ'S ACTION SHOULD CONVINCE COMCAST TO ABANDON ITS OWN PURSUIT OF THE FOX PROGRAMMING ASSETS. IT ALREADY HAS TOO MUCH MARKET POWER BY VIRTUE OF BEING BOTH THE NATION'S LARGEST CABLE OPERATOR AND A SIGNIFICANT OWNER OF NATIONAL, REGIONAL AND LOCAL PROGRAMMING. AND ITS ABILITY TO HARM TO RIVALS HAS ONLY INCREASED WITH THE RECENT EXPIRATION OF FCC CONDITIONS THAT WERE PUT IN PLACE IN 2011 TO ADDRESS THIS CONCERN. COMCAST'S ACQUISITION OF EVEN MORE PROGRAMMING IS A BRIDGE TOO FAR FOR COMPETITION AND CONSUMERS. ACA APPLAUDS FCC ON FOUR VOTES RESPONSIVE TO THE NEEDS OF INDEPENDENT COMMUNICATIONS PROVIDERS ACA COMMENTED ON THE FOLLOWING ACTIONS TAKEN BY THE FCC TODAY: POLES: IN THE FORMAL COMPLAINT REPORT AND ORDER ADOPTED TODAY, THE FCC ESTABLISHED A 270-DAY SHOT CLOCK FOR POLE ATTACHMENT COMPLAINTS RELATED TO RATES, TERMS, AND CONDITIONS OF ATTACHMENTS AND ENABLED PARTIES BRINGING A POLE ATTACHMENT COMPLAINT TO REQUEST INCLUSION ON THE ACCELERATED DOCKET. MOREOVER, AS ACA AND NCTA ADVOCATED, THE DECISION RETAINED RULES - ORIGINALLY LEFT OUT OF THE DRAFT ORDER - THAT ALLOW COMPLAINANTS TO HAVE ACCESS TO CRITICAL INFORMATION FROM POLE OWNERS TO ENSURE THAT COMPLAINTS CAN BE FAIRLY RESOLVED. "ACA APPRECIATES THE FCC'S ACTIONS IN THE FORMAL COMPLAINT REPORT AND ORDER TO REFORM THE POLE ATTACHMENT COMPLAINT PROCESS WHILE RETAINING THE REQUIREMENT THAT POLE OWNERS PROVIDE COMPLAINANTS WITH ESSENTIAL INFORMATION. THIS DECISION SHOULD FACILITATE POLE ATTACHMENT NEGOTIATIONS AND ATTACHMENTS. ACA LOOKS FORWARD TO THE FCC ACTING SHORTLY ON OTHER POLE ATTACHMENT REFORMS. IN THE END, ALL THESE ACTIONS BY THE FCC WILL EXPEDITE AND LOWER THE COST OF BROADBAND DEPLOYMENTS," ACA PRESIDENT AND CEO MATTHEW M. POLKA SAID. KIDVID: IN THE NOTICE OF PROPOSED RULEMAKING ON CHILDREN'S PROGRAMMING ADOPTED TODAY, THE FCC EVALUATES WHETHER THE CHILDREN'S PROGRAMMING REGIME NEEDS TO BE MODERNIZED. CONSISTENT WITH THE DRAFT RULEMAKING, THE ITEM SEEKS COMMENT ON WAYS TO PROVIDE BROADCASTERS GREATER FLEXIBILITY IN MEETING THEIR OBLIGATIONS. LAST WEEK, ACA URGED THE OFFICES OF THE COMMISSIONERS TO ALSO EXAMINE WAYS TO REDUCE THE ACA APPLAUDS FCC ON FOUR VOTES RESPONSIVE TO THE NEEDS OF INDEPENDENT COMMUNICATIONS PROVIDERS (CONTINUED) RECORDKEEPING BURDENS ON CABLE OPERATORS WITHOUT DISTURBING THE SUBSTANTIVE RESTRICTIONS ON COMMERCIAL MATERIAL IN CHILDREN'S PROGRAMMING. ACA HIGHLIGHTED THAT UNDER THE CURRENT RULES RELATED TO COMMERCIAL LIMITS ON CHILDREN'S PROGRAMMING, CABLE SYSTEMS WITH MORE THAN 1,000 SUBSCRIBERS MUST, ON A QUARTERLY BASIS, COLLECT AND POST TO THEIR ONLINE PUBLIC INSPECTION FILES CERTIFICATIONS FROM EVERY PROGRAMMER THAT THEY ARE COMPLY WITH THE LIMITS ON COMMERCIAL PROGRAMMING. IN THE NPRM ADOPTED TODAY, THE FCC TOOK ACCOUNT OF ACA'S ADVOCACY, AND SOUGHT COMMENT ON ALLOWING CABLE OPERATORS TO POST THESE NOTICES ON AN ANNUAL RATHER THAN QUARTERLY BASIS. "ACA APPLAUDS THE COMMISSION FOR TAKING TIME TO REEVALUATE THE OUTDATED CHILDREN'S PROGRAMMING REGIME, PARTICULARLY COMMISSIONER O'RIELLY WHO HAS TAKEN LEAD ON THIS MATTER. WE ALSO THANK THE COMMISSION FOR MODIFYING THE DRAFT NPRM TO INCLUDE A REVIEW OF THE CABLE RECORDKEEPING REQUIREMENTS." C-BAND: THE ORDER ON EXPANDING FLEXIBLE USE OF THE 3.7-4.2 GHZ (C-BAND) ADOPTED TODAY DID NOT INCLUDE AN ONEROUS NEW INFORMATION COLLECTION REQUIREMENT FOR REGISTERED C-BAND RECEIVE-ONLY EARTH STATIONS. A DRAFT OF THE ORDER THAT CIRCULATED A FEW WEEKS AGO WOULD HAVE REQUIRED C-BAND RECEIVE-ONLY EARTH STATION USERS - EVEN THOSE WHO HAD REGISTERED PREVIOUSLY - TO REPORT NEW INFORMATION ABOUT THE SATELLITE TRANSPONDERS FROM WHICH THEY RECEIVE SIGNALS. ACA AND TWO OF ITS MEMBERS - SHENTEL AND LHTC BROADBAND - MET WITH THE FCC'S INTERNATIONAL BUREAU STAFF AND WITH SEVERAL 8TH FLOOR ADVISORS TO EXPLAIN HOW DIFFICULT IT WOULD BE FOR SMALL CABLE OPERATORS TO COLLECT AND REPORT THE NEW INFORMATION. "ACA BELIEVES THAT THE CHAIRMAN PAI AND THE REST OF THE COMMISSIONERS MADE THE RIGHT DECISION IN REMOVING THE NEW REPORTING REQUIREMENT FROM THE ORDER. ACA LOOKS FORWARD TO WORKING WITH THE FCC TO DETERMINE THE BEST PATH FORWARD TO EXPAND FLEXIBLE USE OF THE C-BAND," POLKA SAID. EAS: IN THE EMERGENCY ALERT SYSTEM ORDER ADOPTED TODAY, THE FCC PUT IN PLACE A FRAMEWORK FOR EAS TESTING THAT USES LIVE EVENT CODES. THE FCC EXPLAINED THAT THE PURPOSE OF LIVE CODE TESTS IS TO ENSURE THE PROFICIENCY OF BOTH ALERT ORIGINATORS AND EAS PARTICIPANTS - INCLUDING CABLE SYSTEM OPERATORS - TO CARRY OUT EAS ALERTS UNDER EMERGENCY CONDITIONS. AS ACA ADVOCATED, THE FCC CLARIFIED IN THE ORDER THE IMPORTANCE OF EAS PARTICIPANTS HAVING SUFFICIENT NOTICE OF THESE TESTS TO ALLOW FOR NECESSARY PLANNING. THE FCC FURTHER NOTED ITS EXPECTATION THAT LIVE CODE TEST PLANNERS COORDINATE IN GOOD FAITH WITH AFFECTED EAS PARTICIPANTS, INCLUDING CABLE OPERATORS, AND IT ENCOURAGED PROVIDING AT LEAST TWO WEEKS' ADVANCE NOTICE OF SUCH TESTS. "INDEPENDENT CABLE OPERATORS PLAY AN IMPORTANT ROLE IN DELIVERING EAS ALERTS. ENSURING SMALLER OPERATORS HAVE SUFFICIENT NOTICE OF LIVE CODE EAS TESTS GIVES THEM AN OPPORTUNITY TO PLAN AND TO PARTICIPATE EFFECTIVELY, ALLOWING THE BENEFITS OF THESE TESTS TO BE SHARED AS BROADLY AS POSSIBLE," POLKA SAID. "ACA THANKS THE FCC FOR TAKING STEPS IN THIS ORDER TO MAKE THESE TESTS MORE INCLUSIVE OF ALL EAS PARTICIPANTS, INCLUDING SMALLER CABLE OPERATORS. ACA APPLAUDS REP. SCALISE FOR INTRODUCING BILL OVERHAULING MEDIA LAWS, REGULATIONS. ACA APPLAUDS REP. SCALISE FOR INTRODUCING LEGISLATION DESIGNED TO OVERHAUL ARCHAIC MEDIA LAWS AND POLICIES. THE SCALISE BILL, TO ITS CREDIT, WILL PROMPT LAWMAKERS AND STAKEHOLDERS TO BEGIN IMPORTANT CONVERSATIONS THAT SHOULD RESULT IN LEGISLATION NEXT YEAR THAT WILL TRULY SERVE THE PUBLIC INTEREST. "ACA LOOKS FORWARD TO WORKING WITH REP. SCALISE AND OTHERS AS THIS BILL AND OTHER LEGISLATION ADVANCE. NOTHING SHORT OF SWEEPING ACTION IS NECESSARY IN TODAY'S MARKETPLACE WHERE OUTDATED REGULATIONS PERMIT THE LARGE CORPORATE BROADCASTERS TO TAKE ADVANTAGE OF SMALL CABLE OPERATORS AND THEIR CUSTOMERS. ACA IS PLEASED REP. SCALISE IS COMMITTED TO ENSURING THAT COMMUNICATIONS POLICIES WILL SPUR INVESTMENT, INNOVATION, AND CONSUMER CHOICE. ACA: DEMISE OF SINCLAIR-TRIBUNE MERGER GREAT NEWS FOR CONSUMERS TRIBUNE'S DECISION TO PULL THE PLUG ON THE SINCLAIR MERGER IS GREAT NEWS FOR CONSUMERS WHO WILL AVOID PAYING THE HIGHER PAY-TV RATES THE DEAL WOULD HAVE CAUSED. IT IS ESPECIALLY GREAT NEWS FOR THOSE CONSUMERS SERVED BY SMALLER VIDEO PROVIDERS THAT HAVE BEEN VICTIMIZED IN THE PAST BY OUTRAGEOUS RETRANSMISSION CONSENT FEE HIKES AND SCURRILOUS SIGNAL BLACKOUTS BY LARGE CORPORATE BROADCASTERS. |
| FORM 990, PART III, LINE 4A | ACA: FCC'S FIRST CAF REVERSE AUCTION A MAJOR WIN FOR BROADBAND CONSUMERS THIS CONNECT AMERICA FUND AUCTION IS A MAJOR WIN FOR CONSUMERS AND FOR ALL OF US THAT WANT ALL AMERICANS TO HAVE ACCESS TO BROADBAND INTERNET ACCESS AND THAT BELIEVE FEDERAL FUNDS SHOULD BE USED EFFICIENTLY TO ACHIEVE THAT PURPOSE. THE WINNING BIDDERS FOR THIS AUCTION WILL DELIVER TO CONSUMERS IN HIGH-COST AREAS HIGHER-PERFORMANCE BROADBAND SERVICE USING FAR LESS UNIVERSAL SERVICE SUPPORT THAN THE PRICE CAP CARRIERS THAT RECEIVED MODEL-BASED SUPPORT ARE NOW DOING IN THE AREAS THEY ELECTED TO SERVE. THIS AUCTION, WHILE CERTAINLY REQUIRING FINE-TUNING, ESTABLISHES THE PARADIGM FOR AWARDING BY AUCTION MODEL-BASED SUPPORT IN PRICE CAP TERRITORIES WHEN THE NON-AUCTION APPROACH IS EXPECTED TO SUNSET IN A FEW OF YEARS. ACA WAS HEARTENED TO SEE THAT OF THE 220 BIDDERS THAT QUALIFIED FOR THE AUCTION, MANY WERE ACA SMALL CABLE OPERATOR OR RURAL TELEPHONE COMPANY MEMBERS. OF THE 103 WINNING BIDDERS, ABOUT 20% WERE ACA MEMBERS. MOREOVER, THE AUCTION RESULTED IN WINNING BIDDERS AGREEING TO DEPLOY MUCH HIGHER PERFORMANCE BROADBAND NETWORKS IN UNSERVED AREAS THAN PRICE CAP CARRIERS ARE DOING USING MODEL-BASED SUPPORT - AND THESE WINNING BIDDERS ARE ACCESSING FAR LESS IN UNIVERSAL SERVICE SUPPORT. THAT DEMONSTRATES THE REAL VALUE OF THE AUCTIONS IN PRICE-CAP TERRITORIES FOR CONSUMERS AND ALL AMERICANS THAT ARE ASSESSED A FEE EACH MONTH TO PAY INTO THE UNIVERSAL SERVICE FUND. ACA HAS LONG RECOMMENDED USING AUCTIONS TO AWARD HIGH-COST UNIVERSAL SERVICE SUPPORT IN PRICE CARRIER TERRITORIES AS A WAY TO GET BETTER SERVICE FOR CONSUMERS AND MORE BANG FOR OUR UNIVERSAL SERVICE DOLLARS. THE RESULTS THE FCC ANNOUNCED THIS WEEK FOR THE FIRST-EVER REVERSE AUCTION TO BRING FIXED BROADBAND SERVICE TO UNSERVED AREAS IN PRICE CAP CARRIER TERRITORIES DEMONSTRATE THE VALUE OF THAT APPROACH. ACA CONGRATULATES THE FCC AND THE MANY ACA MEMBERS THAT WERE WINNING BIDDERS. ACA APPLAUDS FCC FOR CONTINUING ON PATH TOWARD REGULATORY FEE PARITY BETWEEN CABLE/IPTV PROVIDERS AND DBS GIANTS IN A NEW ORDER, THE FCC HAS ADOPTED THE LATEST REGULATORY FEE SCHEDULE THAT TAKES ANOTHER POSITIVE STEP IN THE DIRECTION OF ESTABLISHING REGULATORY FEE PARITY BETWEEN CABLE/IPTV PROVIDERS AND DBS GIANTS DIRECTV AND DISH NETWORK. IN FISCAL 2018, THE CABLE/IPTV ANNUAL FEE WILL BE 77 CENTS PER SUBSCRIBER, DOWN FROM LAST YEAR'S RATE OF 95 CENTS, WHILE THE DBS ANNUAL FEE PER SUBSCRIBER WILL BE 48 CENTS, UP 10 CENTS FROM THE PRIOR YEAR AND THUS REDUCING THE FEE BURDEN ON SMALLER CABLE OPERATORS. ACA APPLAUDS FCC FOR ELIMINATING FORM 325 ACA APPLAUDS THE FCC FOR ELIMINATING FORM 325. AS THE FCC NOTED, FORM 325 NO LONGER SERVED THE PURPOSE FOR WHICH IT WAS ORIGINALLY INTENDED AND REPRESENTED AN UNNECESSARY BURDEN FOR CABLE OPERATORS, ESPECIALLY SMALL OPERATORS WITH LIMITED RESOURCES. ACA APPLAUDS FCC FOR ADOPTING NEW SAFEGUARDS TO ENSURE TIMELY DISCLOSURE OF BROADCASTER CONTRACTS ONLINE ACA APPLAUDS THE FCC FOR TAKING STEPS TO REQUIRE GREATER BROADCASTER DISCLOSURE ONLINE WITH RESPECT TO CERTAIN CONTRACTS THAT THEY MUST MAKE AVAILABLE TO THE PUBLIC. WE ARE PARTICULARLY PLEASED THAT THE FCC ADOPTED AN ACA-BACKED PROPOSAL THAT BROADCAST STATIONS BE REQUIRED TO UPDATE THEIR ONLINE INVENTORY OF REQUIRED DOCUMENTS WITHIN 30 DAYS OF EXECUTING ANY NEW CONTRACT. WITH SINCLAIR RECENTLY TRYING TO SELL 'SHAM' DIVESTITURES TO THE FCC AND THE PUBLIC, IT'S AS IMPORTANT AS EVER THAT CONTRACTS THAT RELATE TO BROADCAST OWNERSHIP AND THE CONTROL OF STATIONS REMAIN ACCESSIBLE TO THE PUBLIC. ACA IS ALSO PLEASED THE FCC MADE CLEAR BROADCASTERS WILL NOT GET AWAY WITH OVER-REDACTING THESE CONTRACTS WHEN HANDING THEM OVER TO THE PUBLIC. THE FCC CLARIFIED THAT BROADCASTERS MUST LEAVE NON-CONFIDENTIAL AND NON-PROPRIETARY INFORMATION UNREDACTED IN ANY CONTRACTS THEY MAKE AVAILABLE TO THE PUBLIC, AND THAT THEY ARE PROHIBITED FROM PROVIDING DIFFERENT REDACTIONS TO DIFFERENT PARTIES REQUESTING THEM. THE FCC ALSO PROPERLY MADE CLEAR THAT PARTIES MAY CHALLENGE REDACTIONS BY BROADCASTERS, AND THAT SUCH CHALLENGES WILL BE RESOLVED IN A TIMELY MANNER. ACA APPLAUDS FCC'S MEDIA BUREAU FOR GRANTING TWO NARROWLY TAILORED WAIVERS FOR SMALL AND MID-SIZED CABLE SYSTEMS FROM THE ACCESSIBLE USER INTERFACES RULES ACA APPLAUDS THE MEDIA BUREAU'S DECISION TO GRANT ACA'S REQUESTS FOR WAIVERS. MANY SMALL AND MID-SIZED CABLE SYSTEMS ARE READY TO OFFER COMPLIANT ACCESSIBLE USER INTERFACES TO THEIR BLIND AND VISUALLY IMPAIRED CUSTOMERS IN DECEMBER. HOWEVER, FOR A FEW CLASSES OF SYSTEMS, THE COST TO COMPLY FULLY IS TOO GREAT. THE BUREAU'S WAIVERS ADDRESS THIS REALITY BY PERMITTING MOST OF THESE SYSTEMS TO OFFER NEAR FULLY COMPLIANT SOLUTIONS AND GIVING EXEMPTIONS TO THE REST. "THE WAIVERS WERE NARROWLY TAILORED TO BALANCE THE NEEDS OF BLIND AND VISUALLY IMPAIRED VIDEO SUBSCRIBERS AGAINST THE PRACTICAL REALITIES OF THE EXISTING MARKETPLACE FOR ACCESSIBLE SOLUTIONS. IN GRANTING ACA'S PETITION, THE MEDIA BUREAU ENSURES THAT THE GREATEST POSSIBLE NUMBER OF BLIND AND VISUALLY IMPAIRED CONSUMERS CAN OBTAIN AUDIBLE ACCESS TO VIDEO FUNCTIONS, LIKE THOSE NECESSARY TO PROVIDE LINEAR VIDEO PROGRAMMING AND THE ELECTRONIC PROGRAM GUIDE AND TO CONFIGURE OTHER ACCESSIBILITY FEATURES LIKE CLOSED CAPTIONING AND VIDEO DESCRIPTION. "THE MEDIA BUREAU ACTION IS VERY WELCOME NEWS FOR SMALL AND MEDIUM-SIZED SYSTEMS THAT WOULD HAVE INCURRED COSTS OF AT LEAST $100,000 PER SYSTEM TO COMPLY, ABSENT THE WAIVERS, BECAUSE THE MARKET DID NOT DEVELOP AS THE FCC HAD EXPECTED FIVE YEARS AGO. IN SOME CASES, THESE COSTS WOULD HAVE FORCED COMPANIES OUT OF BUSINESS, WHICH WOULD PROVIDE NO BENEFIT TO THEIR BLIND AND VISUALLY IMPAIRED CUSTOMERS. IN OTHER CASES, THESE COSTS WOULD HAVE SIGNIFICANTLY DRIVEN UP ALL CUSTOMERS' MONTHLY RATES. ACA APPLAUDS FCC ACTION ON MVPD ELECTRONIC NOTICES TO CONSUMERS ACA APPLAUDS FCC CHAIRMAN AJIT PAI AND THE REST OF THE FCC COMMISSIONERS FOR THIS ACTION. THE ORDER REPRESENTS ANOTHER MAJOR STEP TOWARD FULLY MODERNIZING THE FCC'S MEDIA REGULATIONS, MANY OF WHICH ARE LONG PAST DUE FOR AN OVERHAUL. ACA APPLAUDS DOJ FOR PROTECTING CONSUMERS BY REQUIRING GRAY-RAYCOM STATION SALES ACA APPLAUDS THE DEPARTMENT OF JUSTICE (DOJ) FOR TAKING THIS ACTION AGAINST THE GRAY-RAYCOM MERGER IN THE NINE MARKETS WHERE THE MERGED FIRM WOULD OWN TWO BIG 4 NETWORK STATIONS. AS DOJ FOUND, PERMITTING THE MERGER WITHOUT THESE DIVESTITURES WOULD HAVE SUBSTANTIALLY LESSENED COMPETITION IN VIOLATION OF APPLICABLE ANTI-TRUST LAW. |
| FORM 990, PART III, LINE 4A | ACA APPLAUDS FCC FOR CONDITIONING GRAY-RAYCOM MERGER ON DIVESTITURE OF DUOPOLIES: ACA APPRECIATES THAT THE FCC ADDRESSED ACA'S CONCERNS ABOUT PRICE INCREASES IN DUOPOLY MARKETS AND THROUGH AFTER-ACQUIRED STATION CLAUSES," ACA PRESIDENT AND CEO MATTHEW M. POLKA SAID. "IT'S THE OUTCOME WE HOPED FOR."SINCE GRAY AND RAYCOM FIRST ANNOUNCED THEIR PROPOSED MERGER, ACA HAD EXPRESSED CONCERN ABOUT SO-CALLED "DUOPOLY MARKETS," IN WHICH THE COMBINATION WOULD RESULT IN GRAY CONTROLLING MORE THAN ONE OF THE LOCAL ABC, CBS, NBC, AND FOX AFFILIATES. LAST WEEK, THE DEPARTMENT OF JUSTICE REQUIRED THE MERGING PARTIES TO DIVEST STATIONS IN EACH OF THE NINE DUOPOLY MARKETS THAT WOULD OTHERWISE HAVE BEEN CREATED BY THE MERGER. TODAY, THE FCC DID THE SAME. JUST AS IMPORTANTLY, THE FCC ADDRESSED ACA'S CONCERNS ABOUT RETRANSMISSION CONSENT PRICE INCREASES THAT COULD HAVE OCCURRED DEPENDING ON HOW GRAY STRUCTURED THE DIVESTITURE OF RAYCOM STATIONS IT WAS NOT PERMITTED TO OWN. MANY RAYCOM STATIONS CHARGE LOWER PRICES TO CABLE OPERATORS THAN GRAY STATIONS. MANY GRAY STATIONS, IN TURN, HAVE NEGOTIATED AFTER-ACQUIRED STATION CLAUSES WITH CABLE OPERATORS. UNDER SUCH CLAUSES, IF GRAY PURCHASES A STATION (SUCH AS A RAYCOM STATION) THAT CHARGES THE CABLE OPERATOR A LOWER PRICE, THAT PRICE AUTOMATICALLY INCREASES TO THE LEVEL GRAY ITSELF CHARGES. HAD THE FCC ALLOWED GRAY TO TEMPORARILY CONTROL THE RAYCOM STATIONS PRIOR TO DIVESTITURE, GRAY MIGHT HAVE ARGUED THAT ITS AFTER-ACQUIRED STATION CLAUSES APPLIED. THIS, IN TURN, WOULD HAVE LED TO UNWARRANTED AND UNFAIR PRICE INCREASES. AFTER ACA FIRST RAISED THE ISSUE, THE MERGER PARTIES FILED DIVESTITURE APPLICATIONS THAT DID NOT CONTEMPLATE GRAY HAVING TEMPORARY CONTROL OF RAYCOM STATIONS. GRAY THEN PROMISED THE FCC THAT IT WOULD NOT SEEK SUCH CONTROL AND THAT THE AFTER-ACQUIRED STATION CLAUSES WOULD NOT APPLY HERE. THE FCC EXPLICITLY RELIED ON GRAY'S REPRESENTATION IN APPROVING THE TRANSACTION. IT ALSO "CONDITIONED" APPROVAL OF THE MERGER ON "CONSUMMATION" OF RAYCOM'S PROPOSED DIVESTITURES DIRECTLY TO THIRD PARTIES-DIVESTITURES THAT DO NOT CONTEMPLATE GRAY'S INVOLVEMENT. THE FCC, IN OTHER WORDS, HAS HEEDED ACA'S CONCERNS AND ELIMINATED ANY AMBIGUITY THAT OTHERWISE MIGHT HAVE EXISTED. SHOULD GRAY CHANGE ITS MIND, IT COULD BE SUBJECT TO ENFORCEMENT ACTION FOR MISLEADING THE FCC. "NO SINGLE ENTITY SHOULD BE ALLOWED TO CONTROL MORE THAN ONE BIG FOUR STATION IN A SINGLE MARKET. AND SLICK LAWYERING SHOULD NOT BE ALLOWED TO TURN DIVESTITURES INTO UNLOOKED-FOR PRICE INCREASES. WE'RE GLAD GRAY AND THE FCC ULTIMATELY RECOGNIZED THIS, AND HOPE THIS WILL BE A MODEL FOR FUTURE MERGERS," POLKA SAID. |
| FORM 990, PART VI, SECTION A, LINE 1 | AN EXECUTIVE COMMITTEE SHALL BE ESTABLISHED WHICH WILL INCLUDE THE CHAIRPERSON, VICE CHAIRPERSON, TREASURER AND TWO (2) MEMBERS OF THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE SHALL HAVE THE AUTHORITY OF THE BOARD EXCEPT WITH RESPECT TO: - THE APPROVAL OF ANY ACTION FOR WHICH THE NONPROFIT LAW ALSO REQUIRES APPROVAL OF THE MEMBERS; - THE FILING OF VACANCIES ON THE BOARD OR ON ANY COMMITTEE WHICH HAS THE AUTHORITY OF THE BOARD; - THE FIXING OF COMPENSATION OF THE DIRECTORS FOR SERVING ON THE BOARD OR ON ANY COMMITTEE; - THE AMENDMENT OR REPEAL OF BYLAWS OR THE ADOPTION OF NEW BYLAWS; - THE AMENDMENT OR REPEAL OF ANY RESOLUTION OF THE BOARD WHICH BY ITS EXPRESS TERMS IS NOT SO AMENDABLE OR REPEALABLE; - THE APPOINTMENT OF COMMITTEES OF THE BOARD OR THE MEMBERS THEREOF; - THE EXPENDITURE OF CORPORATE FUNDS TO SUPPORT A NOMINEE FOR DIRECTOR AFTER THERE ARE MORE PEOPLE NOMINATED FOR DIRECTOR THAN CAN BE ELECTED; OR - WITH RESPECT TO ASSEST HELD IN CHARITABLE TRUST, THE APPROVAL OF ANY SELF-DEALING TRANSACTION AS DEFINED BY SECTION 5728 OF THE NONPROFIT LAW OR ANY SUCCESSOR SECTION THERETO, EXCEPT AS PROVIDED BY LAW. |
| FORM 990, PART VI, SECTION A, LINE 6 | AMERICAN CABLE ASSOCIATION, INC. SHALL HAVE ONE (1) CLASS OF VOTING MEMBERS. ONLY CABLE TELEVISION BUSINESSES MAY BECOME VOTING MEMBERS. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE DIRECTORS SHALL BE ELECTED BY THE MEMBERS AR A REGULAR OR SPECIAL MEETING OF THE MEMBERS CALLED FOR SUCH PURPOSES OR BY WRITTEN BALLOT. NOTWITHSTANDING THE FOREGOING, AT ANY MEETING OF THE MEMBERS WHERE DIRECTORS ARE TO BE ELECTED, EACH MEMBER SHALL DESIGNATE A PROXY TO CAST SUCH MEMBER'S VOTE FOR DIRECTORS AT A MEETING CALLED AND HELD FOR SUCH PURPOSES. AT THE MEETING CALLED FOR THE ELECTION OF DIRECTORS, EACH SUCH PROXY SHALL BE ENTITLED TO CAST THE NUMBER OF VOTES HELD FOR EACH OFFICE OF DIRECTOR TO BE FILLED, WITHOUT THE RIGHT TO CUMULATE VOTES. IN ANY ELECTION OF DIRECTORS BY MEMBERS, THE CANDIDATES RECEIVING THE HIGHEST NUMBER OF VOTES ARE ELECTED. ONLY THOSE PERSONS NOMINATED IN ACCORDANCE WITH THE PROCEDURES ESTABLISHED IN THE BYLAWS MAY STAND FOR ELECTION AS DIRECTOR. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 IS REVIEWED BY THE PRESIDENT AND CEO, EXECUTIVE VICE PRESIDENT AND THE TREASURER. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE EVP OF FINANCE REVIEWS SEVERAL (5 OR MORE) SIMILAR ASSOCIATION FORM 990'S FOR CEO COMPENSATION. THIS INCLUDES ASSOCIATIONS BOTH IN WASHINGTON, D.C. AND IN PENNSYLVANIA. THE EVP OF FINANCE PURCHASES THE CEO UPDATE SALARY GUIDE FOR NATIONAL ASSOCIATIONS AND NON-PROFITS AND CREATES A COMPENSATION PROPOSAL FOR THE CHAIRMAN OF THE BOARD. THE CHAIRMAN OF THE BOARD SHARES THIS PROPOSAL WITH THE EXECUTIVE COMMITTEE OF THE BOARD. THE CHAIRMAN OF THE BOARD DETERMINES THE CEO'S COMPENSATION. THE EVP OF FINANCE USES THE SAME PROCESS FOR ALL OFFICERS AND PRESENTS THE COMPENSATION SUGGESTIONS TO THE CEO. THE CEO DETERMINES THE COMPENSATION FOR ALL OTHER OFFICERS OF THE CORPORATION. THE COMPENSATION FOR THE REMAINING STAFF MEMBERS IS REVIEWED BY THE FULL BOARD OF DIRECTORS AS PART OF THE BUDGET DISCUSSION AND IS APPROVED BY THE FULL BOARD AS PART OF THE BUDGET APPROVAL. |
| FORM 990, PART VI, SECTION C, LINE 19 | NO DOCUMENTS ARE AVAILABLE TO THE PUBLIC. |
| FORM 990, PART VII, EMERITUS TRUSTEES: | THE FOLLOWING INDIVIDUALS SERVE ON THE BOARD OF AMERICAN CABLE ASSOCIATION, INC. WITH NO VOTING RIGHTS: DICK BEARD; PAT THOMPSON; COLLEEN ABDOULAH; AND DOUG FULLER. |
| FORM 990, PART XII, LINE 2C: | THE BOARD OF DIRECTORS ASSUMES THE RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT. THE PROCESS HAS NOT CHANGED FROM PRIOR YEAR. |
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