Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 4 | DURING THE YEAR, THE BYLAWS OF THE COOPERATIVE WERE AMENDED AS FOLLOWS: 1. AMENDMENT NO. 1 AMEND ARTICLE II, SECTION 5 REGARDING MEMBERSHIP VOTING. A. ALLOW VOTING TO BE IN PERSON, BY MAIL, OR BY ELECTRONIC MEANS. B. ALLOW BOARD TO DETERMINE METHOD OF VOTING ON CASE-BY-CASE BASIS. C. FORMALIZE THE PRACTICE OF EACH MEMBER HAVING THE RIGHT TO DESIGNATE ITS CONSULTING AGENTS (COST CONSULTANTS, ACCOUNTANTS, ATTORNEYS, ENGINEERS,ETC.)} TO ATTEND AN OTHERWISE CLOSED MEMBERSHIP MEETING, AND, AS ALLOWED BY THE BOARD, TO PARTICIPATE AND DELIBERATE, BUT NOT VOTE, AT SUCH MEETING, AND RESPECTING CONFIDENTIALITY. 2. AMENDMENT NO. 2 AMEND ARTICLE III SECTION 4 "DIRECTORS". A. REQUIRE NOMINATING COMMITTEE APPOINTMENT TO BE MADE BY BOARD RATHER THAN BOARD PRESIDENT. B. REQUIRE NOMINATING COMMITTEE TO NOMINATE MORE CANDIDATES THAN OPEN SEATS TO ENSURE A COMPETITIVE ELECTION. C. ADD PETITION PROCESS FOR QUALIFIED INDIVIDUAL TO SUBMIT PETITION FOR HIS/HER OWN NOMINATION, INCLUDING SUPPORT OF AT LEAST 5 OTHER MEMBERS, TO THE BOARD OF DIRECTORS. D. REMOVES NOMINATIONS FROM THE FLOOR AT MEETINGS. 3. AMENDMENT NO. 3 AMEND ARTICLE IV SECTION 1 "MEETINGS OF DIRECTORS". A. CHANGES THE BOARD OF DIRECTORS DUTY FOR MEETINGS TO BE "MAY" INSTEAD OF "SHALL". |
| FORM 990, PART VI, SECTION A, LINE 6 | THE COOPERATIVE WAS FORMED BY THE MEMBERS, TO REPRESENT THE MEMBERS, IN VARIOUS TELECOMMUNCIATION MATTERS INCLUDING: LEGAL, ADMINISTRATIVE, LEGISLATIVE, AND JUDICIAL PROCEEDINGS BEFORE THE PUBLIC UTILITY COMMISSION OF TEXAS, THE FEDERAL COMMUNICATIONS COMMISSION, THE LEGISLATURE OF THE STATE OF TEXAS, AND THE NATIONAL CONGRESS. THE COOPERATIVE'S REPRESENTATION OF ITS MEMBERS IN THESE VARIOUS MATTERS AND PROCEEDINGS SUPPORT THE MEMBERS' ABILITY TO PROVIDE TELEPHONE SERVICE TO THE PUBLIC. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE MEMBERS OF THE COOPERATIVE VOTE ON THE BOARD OF DIRECTORS. ELECTIONS ARE DONE ON A ONE MEMBER ONE VOTE BASIS. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE FOLLOWING ACTS REQUIRE APPROVAL OF THE MEMBERS OF THE COOPERATIVE. 1. DISSOLUTION/LIQUIDATION OF THE COOPERATIVE. 2. MERGER OR CONSOLIDATION OF THE COOPERATIVE WITH ANOTHER ORGANIZATION. 3. THE DISPOSAL OF A SUBSTANTIAL PORTION OF THE COOPERATIVE'S ASSETS. 4. AMENDMENTS TO THE BY-LAWS. |
| FORM 990, PART VI, SECTION B, LINE 11B | MANAGEMENT PRESENTED A COPY OF THE FORM 990 TO THE BOARD FOR DISCUSSION, REVIEW AND APPROVAL PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | PERSONS COVERED BY THIS POLICY WILL ANNUALLY DISCLOSE OR UPDATE TO THE PRESIDENT OF THE BOARD OF DIRECTORS ON A FORM PROVIDED BY THE COOPERATIVE THEIR INTERESTS THAT COULD GIVE RISE TO CONFLICTS OF INTEREST, SUCH AS A LIST OF FAMILY MEMBERS, SUBSTANTIAL BUSINESS OR INVESTMENT HOLDINGS, AND OTHER TRANSACTIONS OR AFFILIATIONS WITH BUSINESSES AND OTHER ORGANIZATIONS OR THOSE OF FAMILY MEMBERS. EACH NEW INDIVIDUAL SHALL BE REQUIRED TO REVIEW A COPY OF THE POLICY AND ACKNOWLEDGE IN WRITING THAT HE OR SHE HAS DONE SO. ALL INDIVIDUALS COVERED UNDER THIS POLICY SHALL ANNUALLY COMPLETE A DISCLOSURE FORM IDENTIFYING ANY RELATIONSHIPS, POSITIONS, OR CIRCUMSTANCES IN WHICH THE INDIVIDUAL IS INVOLVED THAT HE OR SHE BELIEVES COULD CONTRIBUTE TO A CONFLICT OF INTEREST ARISING. |
| FORM 990, PART VI, SECTION B, LINE 15A | THE BOARD OF DIRECTORS USE A COMPENSATION SURVEY WHEN DETERMINING THE COMPENSATION OF THE CEO. THE SURVEY SHOWS COMPARATIVE SALARIES THAT ARE USED TO DETERMINE THE CEO'S COMPENSATION. THE CEO IS THE ONLY EMPLOYEE WHO MEETS THE IRS DEFINITION OF AN OFFICER OR KEY EMPLOYEE. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND REVIEWED FINANCIAL STATEMENTS ARE AVAILABLE FOR VIEWING BY THE PUBLIC AT THE ORGANIZATION'S OFFICE IN AUSTIN, TX. |
| FORM 990, PART XII, LINE 2C | THE BOARD AS A WHOLE IS RESPONSIBLE FOR OVERSEEING THE FINANCIAL STATEMENT REVIEW AND SELECTING THE INDEPENDENT CPA FIRM TO CONDUCT THE REVIEW. THIS PROCESS HAS NOT CHANGED FROM PRIOR YEARS. |
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