10-15-99

The name of this organization shall be Minnesota Association for Rural Telecommunications.

Section 1. CLASS OF MEMBERSHIP. The membership of this Association shall consist of Active Members as defined in Section 2. and Associate Members as defined in Section 2 (b). Verification of qualifications shall be determined by the Board of Directors who shall approve or disapprove all requests for membership.

Section 2. ELIGIBILITY FOR MEMBERSHIP.

Section 2 (a). ELIGIBILITY FOR ACTIVE MEMBERSHIP. (I) Any facilities-based local exchange telephone company with a Minnesota local franchised service area serving less than 50,000 access lines in Minnesota, shall be eligible for Active Membership.

Section 3. APPLICATION FOR MEMBERSHIP. Application for Active or Associate Membership must be submitted in writing to the Executive Director on an application form as may be required by the Board of Directors. Membership in this Association is not transferable or assignable.

Section 4. VOTING RIGHTS. Each Active Member shall be entitled to only one (1) vote upon each matter submitted to a vote at a meeting of the members. Active Members under common control as determined by the Board of Directors are entitled to only one vote per control group. The vote may be cast by any bona fide employee or designated representative of such regular member. Any questions concerning voting delegates shall be resolved by the Board of Directors. No Active Member shall be permitted to vote by proxy at any general or special meeting of the members. Associate Members shall not be entitled to vote.

Section 5. WITHDRAWAL FROM MEMBERSHIP. Any member may withdraw its membership at any time by written notice thereof to the Executive Director of this Association. A pro-rata amount of any dues paid in advance shall be refunded, calculated from the effective date of withdrawal. The withdrawal of any member shall not relieve the member so resigned of the obligations to pay any dues theretofore accrued and unpaid.

Section 6. EXPLUSION. Any member may be expelled for cause, after an appropriate hearing, by a two-thirds (2/3) majority vote of the Board of Directors, or by a majority vote of the Active Membership at any annual meeting. Any member who becomes ineligible for membership or delinquent in payment of dues can be expelled upon authorization of the Board of Directors.

Section 1. ANNUAL DUES. The annual dues of the members of the Association shall be determined by the Board of Directors. All dues shall be payable on January 1 of each year, or 30 days after receipt of the payment notice, whichever is later.

Section 2. COMPUTATION OF DUES. Dues shall be computed annually. The Board of Directors shall determine the annual membership dues.

Section 1. ANNUAL MEETINGS. There shall be an annual meeting and convention of the members of this Association held at such time and place as shall be designated by the Board of Directors.

Section 2. SPECIAL MEETINGS. Special meetings of the membership of this Association may be called at anytime by the authority of the Board of Directors.

Section 3. NOTICE OF MEETINGS. Written notice of the time and place of holding each meeting of the members shall be given at least fourteen (14) days prior thereto by mailing the same to each Active Member, which notice, in case of special meeting, states the purpose thereof.

Section 4. MEMBERSHIP QUORUM. Each Active Member shall select one (1) delegate and one (1) alternate delegate to represent it at a regular or special meeting of the members of the corporation. The presence of delegates from at least fifty-one percent (51%) of the Active Membership shall constitute a quorum to do business. If less than a quorum is present at any meeting, a majority of those delegates present may adjourn the meeting from time to time without further notice.

Section 1. NUMBER AND TERM OF DIRECTORS. The affairs of this Association shall be managed by a Board of Directors composed of seven (7) members selected at large from the Active Members. Associate Members shall not be eligible for the Board of Directors. A Director candidate must be a bona fide director, employee, or manager of an Active Member. Directors shall be elected for a three (3) year term or until their successors have been elected and shall have qualified. After serving two (2) three (3) year terms, the Director shall be ineligible for re-election to the Board of Directors for a period of one year. If a Director ceases to be a manager, director or bona fide employee of an Active Member, he or she shall thereupon be disqualified from serving on the Board of Directors.

Section 2. FILLING VACANCIES. A vacancy occurring on the Board of Directors shall be filled by the affirmative vote of the majority of the remaining directors for the unexpired portion of the term.

Section 3. MEETING OF THE BOARD. A regular meeting of the Board of Directors shall be held without notice immediately following and at the same place as the annual meeting of the members. A regular meeting of the Board of Directors shall also be held at least every three (3) months thereafter at such time and place in the State of Minnesota as the Board of Directors may provide by resolution. These may be held without notice other than such resolution fixing the time and place thereof.

Special meeting of the Board of Directors may be called by the President or by any three (3) directors, upon ten (10) days’ notice in writing, at such time and place in the State of Minnesota as shall be designated by the President or directors calling the meeting.

Section 4. QUORUM OF THE BOARD. A quorum at any meeting of the Board of Directors shall consist of a majority of the members of the Board.

Section 5. COMPENSATION OF DIRECTORS. The members of the Board of Directors shall be compensated at the discretion of the Board.

Section 1. OFFICERS. The officers of this corporation shall be a President, a Vice President, and An Executive Director. The President shall be elected annually by and from the Board of Directors at an organizational meeting to be held within 45 days of the annual membership meeting. The President and Vice-President shall hold office until a successor shall have been elected and qualified. The Executive Director shall be elected by the Board of Directors at any meeting of the Board and shall hold officer until thereafter removed by the Board or upon resignation from the office. Such removal may be made any time with or without cause, but without prejudice to any contract rights he or she may than have. The Executive Director need not be a member of the Board of Directors, but he or she shall attend all meetings of the Board as an ex-office, non-voting member, if he or she is not a duly elected member thereof.

Section 2. COMPENSATION OF EXECUTIVE DIRECTOR. The Executive Director shall be compensated for his or her services in such amount as may be determined by the Board of Directors and shall be reimbursed for all appropriate expenses of the office.

Section 3. PRESIDENT. The President shall preside at all meetings of the Association shall be an ex-officio member of all committees excepting the nominating committee, and shall perform all other duties usually pertaining to the office.

Section 4. VICE-PRESIDENT. The Vice-President shall exercise all of the powers and duties of the President when the latter is absent or unable to act, or in case a vacancy exists in the Presidency.

Section 5. EXECUTIVE DIRECTOR. The Executive Director shall keep a correct record of all meeting of the corporation. He or she shall receive all monies of the corporation and keep accurate record of the receipts and expenditures of such money. The Executive Director shall present a statement of account to the members at each annual meeting of the members. The Board of Directors shall adopt a Position Description for the Executive Director that shall set forth the responsibilities for the operation and administration of the association. The Executive Director shall also perform other such duties as may be delegated to him or her.

Section 1. NOMINATING COMMITTEE. It shall be the duty of the Board of Directors, not less than forty (40) days before each annual meeting, to appoint a nominating committee composed of three (3) members from the Active Membership. These members shall select a chairperson.

Section 2. NOMINATIONS. The Active Members Nominating Committee shall propose a slate of directors, the number of which shall correspond with the number of openings or persons needed to fill the seats of Directors whose terms are expired or expiring. The names thus proposed shall be reported by the Committee at the proper session of the annual meeting to be designated in advance by the President. At such session, the President shall call for additional nominations from the floor by representation of Active members. If there are nominations from the floor the election shall be held by written secret ballot. In such case, persons elected shall be those with the highest numerical votes, in succession, as related to the number of vacancies. If there are nominations from the floor that occur and a tie vote results via written ballot, the tie shall be resolved by a re-vote of the Active Membership for those nominees being tied. If there are no nominations from the floor, the slate proposed by the Active Member Nominating Committee shall be voted upon by voice vote only.

The Board of Directors may provide for the issuance of certificate evidencing membership in the Association which shall be in such form as may be determined by the Board.

The Association shall have no corporate seal.

The Board of Directors may appoint one manager, director, bona fide employee or any active member, or the Executive Director to represent the Association at any national, state or regional trade association, to serve all the pleasure of the Board.

Article XI. Amendment