ALASKA TELEPHONE ASSOCIATION
The name of this Association shall be the Alaska Telephone Association.
The object of this Association is to promote and defend the general welfare of the Active Members of the Association; to furnish its Active Members information upon all subjects relating to telecommunications; to advocate for uniformity and efficiency in accounting, operating, maintenance and construction for supporting the continuance of telecommunications services to the public; to advocate on behalf of its Active Members before regulatory and legislative bodies; and to engage in those practices generally recognized as being legal and proper for trade associations.
Section 1. CLASSES OF MEMBERS. The membership of this Association shall be divided into three classes: Active Members, Associate Members and Honorary Members.
Section 2. ACTIVE MEMBERS. An Active Member is defined as any entity which is qualified as:
· An Incumbent Local Exchange Carrier as defined by 47 U.S.C. 251(h), providing service within the State of Alaska.
· A Competitive Local Exchange Carrier that has a CPCN issued by the Regulatory Commission of Alaska and is providing the same exchange services as an Incumbent Local Exchange Carrier but on a competitive basis.
· An Interexchange Carrier that has a CPCN issued by the Regulatory Commission of Alaska and is providing interexchange service in the State of Alaska.
In order to remain an Active Member, the company may not be in default of its dues unless special approval is granted by the Board of Directors.
Each Active Member shall be entitled to one vote in any meeting of the membership. Where a controlling interest of two or more companies is owned by one individual, firm, association or corporation, only one vote shall be allowed for the entire number of companies so controlled.
Section 3. ASSOCIATE MEMBERS. Associate Members of the Association shall be defined as those members who are individuals, partnerships, associations or corporations directly engaged in the telecommunications business; or manufacturing companies, sales organizations, publishers of telephone trade journals or directories, engineering, advertising, accounting, legal or management consultants or organizations, a substantial portion of whose business is in support of the Active Members.
Section 4. HONORARY MEMBERS. At the discretion of the Board of Directors, individuals who are no longer active in the industry shall be entitled, without the payment of dues, to all the privileges of this Association except the right to vote or hold office.
Section 5. APPLICATIONS. All applications for Active or Associate membership shall be made in writing and shall be subject to the approval of the Board of Directors. Fees accompanying any application that is rejected shall be immediately refunded.
Section 6. DISCONTINUANCE. Termination of membership may be taken by the Board of Directors for:
(a) Change in ownership so as to be no longer eligible;
(b) Failure to pay dues and assessments; or
(c) For other valid reason.
Section 7. DUES. The annual dues of Active and Associate Members shall be fixed from time to time by the Board of Directors. No single active member shall be assessed in excess of 50 percent of the total Active Membership dues. Dues are due and payable in full at the beginning of each calendar year unless special approval is granted by the Board of Directors.
The Treasurer shall notify Members when six month in arrears of current annual dues, and those whose dues are not paid within 30 days thereafter may be terminated from membership. The Board shall have the power to adopt and assess fees to be charged Members for special services provided by the Association.
The fiscal year of this Association shall be from January 1 to December 31 inclusive.
Section 1. BOARD OF DIRECTORS. The affairs of the Association shall be managed by a board of voting directors equal in number to the number of Active Members, each of whom shall be financially interested in or an officer or management employee of an active member company, and one non-voting director who shall be chairman of the Associate Members’ Committee duly assigned according to ARTICLE VII, Section 2.
Section 2. MEETINGS. Regular meetings of the Board shall be held every second month at such times and places as the Board may determine. Notices of regular meetings shall be given by the Secretary at least ten (10) days prior to the date of the meeting electronically or by mail.
Special meetings of the Board may be called by the President or upon the request of three or more members of the Board. Unless waived by a majority of the members of the Board, notice of such special meetings shall be given electronically or by mail at least three days before the meeting.
Section 3. QUORUM. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of the business of the Association. Any member may be in attendance by being present in person, by teleconference or by proxy in writing, a copy of which proxy shall be on record with the Secretary.
Section 4. VACANCIES. From time to time an Active Member may designate its representative to the Board of Directors.
Section 5. DUTIES. The Board of Directors shall have the authority to hold meetings at such times and places as they consider proper; to admit members and suspend or expel them; to elect officers and employ agents and other persons; to authorize the expenditure of Association funds; to take such other measures as they deem proper and expedient to promote the object of this Association; to best protect the interests and welfare of the Active Members and the telephone industry generally and to take such other actions as may be provided by these by-laws.
Section 6. EXECUTIVE COMMITTEE. There shall be an Executive Committee of the Board of Directors to consist of the President and two Vice Presidents.
The Executive Committee shall manage the affairs of the Association in the intervals between meetings of the Board of Directors in accordance with such authorities as shall be conferred upon it annually by the Board. Any item of business affecting the policy of the Association shall require approval of the Board of Directors prior to having any effect. The Executive Committee cannot elect officers or fill vacancies on the Board of Directors.
Section 7. LIMITATION ON DIRECTOR LIABILITY. In accordance with the provisions of AS 10.20.151(d), as the same may be hereafter amended, the Directors of this corporation shall not be held liable to the corporation or its Members for monetary damages for breach of fiduciary duty as a Director, except that the Director may be liable for:
a) a breach of a Director’s duty of loyalty to the corporation or its Members;
b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law; or
c) a transaction from which the Director derives an improper personal benefit.
Section 1. Officers. The officers of this Association shall be President, First Vice President, Second Vice President, Executive Director, Secretary and Treasurer.
The President and First Vice President shall be appointed in succession as described below, the Second Vice President shall be elected from the membership of the Board of Directors, but the Executive Director, Secretary and Treasurer need not be members of the Board. The office of Secretary and Treasurer may be held by the same person.
Upon expiration of the President’s term, at the annual meeting of the Board of Directors, the First Vice President will be appointed as President by the Board of Directors. At the same annual meeting the Second Vice President will be appointed First Vice President. The Second Vice President will be elected from the membership of the Board of Directors.
Notwithstanding the succession process defined above, upon action by the Board at a Regular or Special meeting, the President, First Vice President, and/or Second Vice President may be appointed or elected from the Board outside the routine succession order.
The terms of all officers not receiving compensation from the Association for their services shall be two years from the date of their election or until their services as a Director is terminated, whichever is the shorter period or until their successors are elected and qualified. If an officer vacates his or her office before the term expires the position will be filled following the succession plan articulated in this section and the new officer will serve out the remainder of the term in accordance with the rules previously stated. The terms of all officers receiving compensation from the Association for their services shall be from the respective dates of employment until terminated by the Board. The Board of Directors shall fix the compensation of all officers employed by it.
Section 2. DUTIES.
a) The President of the Association shall be the chief executive officer, having general charge of the affairs of the Association as authorized by the Board of Directors. He or she shall preside at all meetings of the Members, the Board of Directors and the Executive Committee. He or she shall, together with the Secretary-Treasurer, sign and execute all authorized bonds, promissory notes, bills of exchange, contracts or other obligations of the Association and shall do and perform such other duties and acts as may be assigned to him or her by the Board of Directors. The President shall have the right to vote and enter into discussions on all matters brought before the bodies over which he or she presides.
b) The First Vice President and the Second Vice President, successively, shall act in the absence of the President.
They shall perform such duties as may be assigned to them by the President, the Board of Directors or the Executive Committee.
c) The Executive Director is the chief administrative officer of the Association and shall perform such duties as are assigned to him or her by the President, the Board of Directors or the Executive Committee.
The Executive Director shall keep the minutes of all meetings of the Members, the Board of Directors and the Executive Committee.
d) The Secretary-Treasurer shall be the custodian of the records, paper files and books of the Association and shall attend to the giving and serving of all notices of the Association. He or she shall have the custody of all funds and securities of the Association and, when necessary or proper, shall endorse on behalf of the Association for collection, files, notes, checks and other obligations. He or she may sign receipts and vouchers for payments made to the Association. He or she shall keep such books of account and such of the records as the Board of Directors may require and shall exhibit them to the Board, or to any person whom they may designate, at any reasonable time, at its request. He or she shall make an annual report of the receipt and disbursements and of the year’s work of the Association and, further, shall submit financial reports at the regular meetings of the Board in such a manner as they may direct. He or she shall deposit all monies of the Association in some bank or banks in the name of the Association.
Meetings of the Membership
Section 1. ANNUAL MEETING. The annual meeting of the Association shall be held at such time and place as is designated by the Board of Directors. Notice of each annual meeting shall be given by the President under the hand of the Secretary at least thirty (30) days prior thereto.
At the annual meeting each active member company shall name its representative to the Board of Directors.
Section 2. SPECIAL MEETINGS. Special meetings may be called for any time and place by the Board of Directors, under the hand of the Secretary, upon seven (7) days’ notice electronically or by mail to all Members, stating the purpose, or may be called by the officers upon petition of one-third or more of the total number of Active Members.
Section 3. QUORUM. A majority of the Active Members shall constitute a quorum at any regular or special meeting of the membership of the Association. Any member may be in attendance by being present in person, or by teleconference or by proxy in writing, a copy of which proxy shall be in record with the Secretary.
Section 4. VOTING. At any meeting of the general membership, each Active Member representative to the Board of Directors shall be entitled to cast one vote on each question, motion, resolution or proposition submitted to vote, which vote may be cast by the director or by proxy duly constituted in writing. No proxy shall be valid unless running to another Active Member. Upon demand of one or more Active Members, the vote upon any question, motion, resolution or proposition before the meeting shall be by ballot.
Section 1. GENERAL. The President shall, at the annual meeting or otherwise, appoint, subject to confirmation by the Board of Directors, such committees as may, in his or her judgment, need to be established.
Section 3. ASSOCIATE MEMBERS. There shall be an Associate Members’ Committee consisting of a chairman and eight members. Associate Members’ Committee shall be elected by the Associate Members of the Association at each annual meeting of the membership. The chairman and members shall be designated representatives of accredited Associate Members and serve terms of two years.
At a meeting, these by-laws may be amended by the affirmative vote of two-thirds of the Active Members of the Association when prior notice of such amendment has been given in writing at least thirty (30) days before such meeting. Upon affirmative vote of three-fourths of the Active Members, the requirement of thirty (30) days’ notice may be waived.
A copy of these by-laws shall be distributed to each Active Member of the Association.
In the government of this Association or its committees, Roberts Rules of Order shall prevail in all cases to which they are applicable and in which they are not inconsistent with these by-laws.
THESE BYLAWS OF THE ALASKA TELEPHONE ASSOCIATION WERE AMENDED BY VOTE OF THE MEMBER COMPANIES DURING THE MONTH OF OCTOBER, 1959; MARCH, 1973; SEPTEMBER, 1978; MAY, 1984; MAY, 1990; SEPTEMBER, 1990; JANUARY, 1997; MAY, 1998, NOVEMBER, 1999; OCTOBER, 2009; MAY, 2015; AND OCTOBER, 2016. THEY ARE A REVISION OF AND REPLACE THE CONSTITUTION AND BYLAWS ADOPTED BY THE ASSOCIATION IN 1949.