BYLAWS OF THE

INDIANA RURAL BROADBAND ASSOCIATION[1]

ARTICLE I – MEMBERSHIP

Section 1.01   Eligibility

 

Any corporation, limited liability company, partnership, cooperative, or individual (each, a “Person”) may become a Tier I member of the Indiana Rural Broadband Association (hereinafter referred to as the “Association”) upon affirmation of each of the following:

 

• The Indiana Utility Regulatory Commission shall recognize the Person as a local exchange

 

• The Person shall provide broadband service to less than thirty thousand (30,000) customers within the State of Indiana.

 

• The Association’s Board of Directors shall have accepted the application for Tier I membership of the

 

Any Person may become a Tier II member of the Association upon affirmation of each of the following:

 

• The Person shall provide, via contract or other mutually agreed upon arrangement, to the Association or one or more Tier I members of the Association construction, engineering, financial, accounting, legal, regulatory, or educational services incidental to telephone and/or broadband service.

 

• The Association’s Board of Directors shall have accepted the application for the Tier II membership of the Person.

Section 1.02   Membership Certificates

The status of all memberships shall be as reflected upon the records of the Association. No membByership certificates shall be issued. No member may hold more than one (1) membership in the Association nor may be a member of multiple membership tiers.

Section 1.03   Membership Fees and Assessments

The Board of Directors may fix annual fees to be paid by members for the administration of the Association. Said fees, when fixed, shall continue from year to year unless changed by action of the Board of Directors and shall be and become obligations of the members of the Association.

 

In addition to annual fees as provided for above, the Board of Directors, or an executive committee thereof, may fix additional assessments for the costs of services and Association representation provided to member(s) beyond the scope of membership fees and said assessments shall be and become obligations of the affected member(s).

Section 1.04   Termination of Membership

Any member may withdraw from membership of the Association upon compliance with such uniform terms and conditions as the Board of Directors may prescribe. The Board of Directors may, by a majority vote, expel any member who fails to comply with any of the provisions of the Articles of Incorporation, Bylaws, rules and/or regulations adopted by the Board of Directors, provided that:

 

• Written notice has been given to the member as to the reason(s) for expulsion at least fifteen (15) days prior to the effective date of the expulsion, and

 

• The member may respond to the expulsion notice, either verbally or in writing, to the Board of Directors, at least five (5) days prior to the effective date of expulsion.

 

No membership fees or portions thereof shall be refunded upon expulsion or withdrawal.

 

ARTICLE II – MEMBERSHIP MEETINGS

 

Section 2.01   Annual Meeting

 

The annual meeting of the members of the Association shall be held within six (6) months after the close of each fiscal year of the Association. Said meeting shall be at such hour and place within the United States as designated by the Board of Directors, or an executive

committee thereof.

 

Business to be conducted at the annual meeting of the members shall include but not be limited to:

 

• Election of Board of Director vacancies.

 

• Reports to the membership regarding financial transactions of the previous year.

 

• Transactions and other business that may come before the meeting.

 

Each Tier I member shall be represented at the annual meeting by a delegate with authority to cast one (1) vote for such matters coming before the meeting. Tier II members shall not be authorized to vote on any matters coming before the meeting.

 

Failure to hold the annual meeting at the designated time shall not be cause for forfeiture or dissolution of the Association.

 

Section 2.02   Special Meetings

Special meetings of the members may be called by any officer of the Association or upon written request signed by at least twenty-five percent (25%) of all of the members. It shall be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members shall be held at any place within the State of Indiana as specified in the notice of the special meeting. The person(s) authorized to call special meetings shall fix the time and place for holding said meeting.

 

Section 2.03   Notice of Member Meetings

Written notice stating the place, day and hour of the meeting and, in the case of a special meeting the purpose(s) for which the meeting is called, shall be delivered not less than five (5) business days nor more than thirty (30) calendar days before the date of the meeting. Notice shall be delivered personally, by United States mail, or electronically by or at the direction of the Secretary, or the Secretary’s designee, to each member.

 

If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope, addressed to the member at the address as it appears on the records of the Association, with postage prepaid. If delivered electronically, such notice shall be deemed to be delivered when sent by electronic means to the email address of the member as it appears on the records of the Association.

 

The failure of any member to receive notice of the annual or special meeting shall not invalidate any action, which may be taken by the members attending such meetings.

 

Section 2.04   Certification of Delegates

The Secretary may request that each Tier I member submit a written instrument to the Secretary certifying the name of its delegate who is authorized to represent the member at a designated meeting and to cast the vote of such member at any such meeting.

 

Additionally, any member may request that each Tier I member submit a written instrument to the Secretary of the Association certifying the name of its delegate who is authorized to represent the member at a designated meeting and to cast the vote of such member at any such meeting. Requests for delegate certification by a member shall be made to the Secretary of the Association at least five (5) business days prior to any annual or special meeting of the members.

 

An officer of the Tier I member shall execute all delegate certificates.

 

Section 2.05   Quorum

The presence of delegates of Tier I members representing a simple majority of the total number of Tier I members of record of the Association shall constitute a quorum for the transaction of any business which requires a quorum of the Association’s members for action.

 

Section 2.06   Voting

Each Tier I member shall be entitled to one (1) vote by its delegate upon each matter submitted to a vote at a meeting of the Association’s members. All matters submitted to a vote shall be decided by a simple majority of the delegates present in person unless otherwise required by law, the Association’s Articles of Incorporation or these Bylaws.

 

ARTICLE III – DIRECTORS

Section 3.01   General Powers

A Board of Directors shall govern the business and affairs of the Association. The Board of Directors shall be elected annually from the Tier I membership and shall exercise all of the powers of the Association except those conferred upon or reserved to the members by law, the Articles of Incorporation or these Bylaws.

 

Section 3.02   Number of Directors

The Board of Directors shall consist of seven (7) Tier I members of the membership of record.

 

Section 3.03   Qualifications

No person shall be eligible to become or remain a Director of the Association who is not an employee of a Tier I member of the Association. No more than one (1) Director at any given time shall be employed by a single Tier I member or its affiliate.

 

Section 3.04   Terms of Directors

Directors shall serve three (3)-year terms. In order to promote continuity, the terms of the Board of Directors shall be staggered as follows:

• First-year Two (2) Director positions
• Second-year Two (2) Director positions
• Third-year The remaining Director positions

Section 3.05   Election of Directors

At each annual membership meeting, the Director positions that are open for election shall be elected by the Tier I members to serve a three (3)-year term, subject to the provisions of these Bylaws with respect to the removal of Directors. If a successor(s) is not elected at the annual meeting, a vacancy shall be deemed to exist on the Board of Directors of the Association, and the remaining Directors may fill such vacancy for the term provided in these Bylaws or may leave said Director position vacant if the number of remaining Directors is not less than five (5). Nothing contained in this section shall be construed to affect the validity of any action taken at any meeting of the Board of Directors.

 

Section 3.06   Removal of Directors

Any Director may request the removal of another Director by filing with the Secretary of the Association written notice of such charges, together with a petition signed by at least a majority of the Directors. Such Director shall be informed, in writing, of the charges against him at least fifteen (15) days prior to the meeting of Directors at which charges are to be considered. Such Director shall also have an opportunity, at the meeting, to be present in person or represented by counsel and to present evidence with respect to the charges. At said meeting, the person(s) bringing the charges against the Director shall have the same opportunity. The questions of the removal of such Director shall be considered and voted upon at any duly noticed regular or special meeting of the Directors. An affirmative vote of a majority of the Directors, excluding the one bringing the charges and the one against whom the charges are pending, shall be required for such removal.

 

Section 3.07   Policies

The Board of Directors shall have the power to make and adopt such policies, not inconsistent with the law, the Articles of Incorporation or these Bylaws, as it may deem advisable for the management, administration, regulation and operation of the business and affairs of the Association.

 

Section 3.08   Compensation

Directors shall receive no compensation for their services as Directors except as may be established pursuant to policies approved by the Board of Directors.

 

Section 3.09   Meetings

The annual organizational meeting of the Board of Directors shall be held without notice, other than this Bylaw, within seventy-two (72) hours following the annual membership meeting.

 

Special meetings of the Board of Directors may be called by the President, if one has been appointed, or by a majority of any Directors, and it shall be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Written notice of the time, place and purpose of any special meeting of the Board of Directors shall be delivered to each Director not less than seventy-two (72) hours before the meeting, either personally, by United States mail or electronically, by or at the direction of the Secretary or the Secretary’s designee.

 

Unless otherwise provided in these bylaws, any regular Board Meeting or Special Board Meeting (“Board Meeting”) may be conducted with absent ’directors participating, and deemed attending and present in person, through any means of communications by which all directors participating in the Board Meeting may simultaneously and approximately instantaneously communicate with each other during the Board Meeting.

 

Section 3.10   Quorum

 

A simple majority of the Board of Directors shall constitute a quorum.

 

Section 3.11   Voting

Each Director shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of the Board of Directors.

 

ARTICLE IV – OFFICERS

Section 4.01   Number of Officers

 

The officers of the Association shall be Chairman, Vice Chairman, Secretary and Treasurer. In addition, an office of President may be filled at the discretion of the Board of Directors. All officers of the Association other than President shall have been duly qualified and elected as a Director of the Association.

 

Section 4.02   Election and Term of Office

The officers shall be elected annually, by and from the Board of Directors at the organizational meeting of the Board of Directors following the annual membership meeting. Each officer shall hold office until the first meeting of the Board of Directors following the next succeeding annual membership meeting or until his successor shall have been elected and shall have qualified, subject to the removal provisions of these Bylaws. A vacancy in any office shall be filled by the Board of Directors for the unexpired portion of the term, except that the Board of Directors may determine not to fill a vacancy in the office of President.

 

Section 4.03   Removal of Officers by Directors

An officer may be removed by the Board of Directors whenever, in the Board’s judgment, the best interests of the Association will be served thereby. Before the removal of any officer of the Association, the officer against whom such charges have been brought shall be informed, in writing, of the charges at least fifteen (15) days prior to the Board of Directors meeting at which charges are to be considered. At such meeting, the charges are to be considered and the officer against whom such charges have been brought shall have an opportunity to be present or represented by counsel at the meeting and to present evidence in respect to the charges, and the person(s) bringing the charges against him shall have the same opportunity.

 

Section 4.04   President

The President shall:

 

• Be the principal executive officer of the Association and shall serve at the pleasure of the Board of Directors; and

 

• Unless otherwise determined by the Board of Directors, preside over all meetings of the membership; and

 

• Sign, with the Secretary, instruments authorized by the Board of Directors to be so executed; and

 

• Annually report to the Board of Directors and membership the state of the Association; and

 

• In general, perform all duties incidental to the office of President, and such other duties as may be prescribed by the Board of Directors from time to time.

 

Section 4.05   Chairman of the Board

The Chairman shall:

 

• Preside over all meetings of the Board of Directors; and

 

• Sign, with the Secretary, instruments authorized by the Board of Directors to be so executed; and

 

• In general, perform all duties incidental to the office of Chairman, and such other duties as may be prescribed by the Board of Directors from time to time, including the duties of the President if the office of President is vacant.

 

Section 4.06   Vice Chairman

In the absence of the Chairman, or in the event of the Chairman’s inability or refusal to act, the Vice­Chairman shall perform all the powers of and be subject to all the restrictions upon the

Chairman. The Vice-Chairman shall also perform such other duties as, from time to time, may be assigned to the Vice-Chairman by the Board of Directors.

 

Section 4.07   Secretary

The Secretary shall:

 

• Keep the minutes of the meetings; and

 

• See that all notices are duly given in accordance with the Bylaws, as required by law; and

 

• Be custodian of the corporate records and the seal of the Association, and affix the seal of the Association to all documents, the execution of which, on behalf of the Association, under its seal, is duly authorized in accordance with the provisions of these Bylaws; and

 

• Keep a register of the names and addresses of all members and Board of Directors in the principal office of the Association; and

 

• Sign, with the President and/or Chairman, instruments authorized by the Board of Directors to be so executed; and

 

• Keep on file, at all times, in the principal office of the Association, a complete copy of the Articles of Incorporation and Bylaws of the Association, containing all amendments thereto, and, at the expense of the Association, forward a copy of the Bylaws and all amendments thereto to each member system; and

 

• In general, perform all duties incidental to the office of Secretary and such other duties that, from time to time, may be assigned to the Secretary by the Board of Directors.

 

• The office of Secretary may be held by the same person that holds the position of Vice Chairman or Treasurer.

 

Section 4.08   Treasurer

The Treasurer shall:

 

• Have general charge of the books of the Association in the principal office of the Association; and

 

• Have charge and custody of and be responsible for all funds and securities of the Association;and

 

• Be responsible for the receipt of and issuance of receipts for all monies due and payable to the Association and for the deposit of all such monies, in the name of the Association, in such bank or banks as shall be selected in accordance with the provisions of these Bylaws; and

 

• In general, perform all duties incident to the office of Treasurer and such other duties as, from time to time, may be assigned to the Treasurer by the Board of Directors.

 

Section 4.09   Compensation

Compensation of officers, agents, and employees of the Association shall be established pursuant to policies approved by the Board of Directors.

ARTICLE V – MISCELLANEOUS

Section 5.01   Fiscal Year

The fiscal year of the Association shall be based upon a calendar year from January 1 through December 31.

 

Section 5.02   Non-Liability for Debts of the Association

 

The private property of the members shall be exempt from execution of other liability for the debts of the Association, and no member or representative thereof shall be liable or responsible for any debts or liabilities of the Association.

Section 5.03   Indemnification of Officers, Directors and Employees

 

The Association shall indemnify any person who was or is a party, or who is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Director, officer, employee or agent of the Association or who is or was serving, at the request of the Association, as a Director, officer, employee or agent of another association, corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), adjustments, fines and amounts paid in settlement actually and reasonably incurred by such person in respect to any such action or proceeding, provided that the Association has no reasonable cause to believe that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the Association and, with respect to any criminal action or proceeding, has no reasonable cause to believe that the conduct of such person was unlawful.

Section 5.04   Amendments

These Bylaws may be altered, amended, repealed or rewritten by the affirmative vote of a simple majority of the Board of Directors in office at any regular or special meeting.

[1] This entity’s legal name is “Indiana Exchange Carrier Association, Inc.”  The assumed business name of the entity, filed with the Indiana Secretary of State as required by law is “Indiana Rural Broadband Association, Inc.”