KTA By-Laws

(Adopted May 12, 2005)



 

ARTICLE I.    NAME

Section 1. The name of this Association shall be the Kentucky Telephone Association.

 

ARTICLE II.    MISSION, GOALS AND OBJECTIVES

Section 1. The mission of this Association is to support, unify and promote member company efforts to provide high quality service in response to the needs of all our customers.

Section 2. The goals and objectives of this Association shall be to a) promote the development and growth of the telecommunications industry in the Commonwealth, and in the nation, b) enhance, protect and defend the mutual interests of the member companies, c) conduct and sponsor meetings and seminars which promote the educational and technical expertise of its members, and d) encourage uniform operations, standards and practices among its members.

Section 3. To carry out these goals, the Association shall maintain an Office at a location to be determined by the Board of Directors.

Section 4. The Association Office shall have the right and duty, under the general direction of the Executive Director and the Board of Directors, to a) represent the industry before legislative, regulatory or other bodies where it is in the best interest of its members, b) collect and assemble industry information for distribution to members and the public, and c) engage in practices generally recognized by trade associations to coordinate member information and efforts.

 

ARTICLE III.    MEMBERSHIP

Section 1. The membership of the Association shall be divided into three (3) classes: Regular Members, Affiliate Members and Associate Members.

Section 2. Regular Members

a. Any person, firm or corporation owning and operating a regulated local exchange carriers furnishing "wire-line", switched voice-message service to the general public and which has been issued a Certificate of Convenience and Necessity by the Public Service Commission of Kentucky shall be eligible to be considered by the Board of Directors as a Regular Member.

b. Existing regular members shall remain eligible as long as they operate a local exchange system within the Commonwealth. Existing regular members are:
ALLTEL Kentucky, Inc.
Ballard Rural Telephone Cooperative Corporation, Inc.
Brandenburg Telephone Company, Inc.
Cincinnati Bell Telephone Company
Duo County Telephone Cooperative Corporation, Inc.
Foothills Rural Telephone Cooperative Corporation, Inc.
GTE South
Harold Telephone Company, Inc.
Highland Telephone Cooperative, Inc.
Leslie County Telephone Company
Lewisport Telephone Company
Logan Telephone Cooperative, Inc.
Mountain Rural Telephone Cooperative, Inc.
North Central Telephone Cooperative, Inc.
Peoples Rural Telephone Cooperative Corporation, Inc.
Salem Telephone Company
South Central Bell Telephone Company
South Central Rural Telephone Cooperative Corporation, Inc.
Thacker-Grigsby Telephone Company, Inc.
West Kentucky Rural Telephone Cooperative Corporation, Inc.

c. Each regular member in good standing shall be entitled to one (1) vote in any membership meeting. The vote may be cast by a duly accredited representative member.

d. In situations where the controlling interest of two (2) or more regular members are owned or controlled by any person, firm or corporation, only one (1) vote shall be allowed for the entire number of companies.

Section 3. Affiliate Members

a. Any person, firm or corporation owning and operating toll, cellular or other telecommunication facilities within the Commonwealth shall be eligible to be considered by the Board of Directors as an Affiliate Member.

b. Affiliate members shall not be entitled to voting privileges.

Section 4. Associate Members

a. Any person, firm or corporation manufacturing or supplying equipment, goods or services to the telecommunications industry shall be eligible to be considered by the Board of Directors as an Associate Member.

b. Associate members shall not be entitled to voting privileges.

Section 5. Application and Termination

a. Any person, firm or corporation seeking membership shall file an application and payment of current dues. Each valid application shall be voted on by the Board of Directors at its next regular meeting. Applications may be obtained from the Association Office.

b. Any membership shall be terminated by action of the Board of Directors for any of the following reasons: 1) change in ownership so as to be no longer eligible, b) failure to pay dues and/or assessments and 3) for any other valid reason.

Section 6. Membership Meetings

a. The Association shall hold one (1) Annual Membership Meeting each year at a time and place to be determined by the Board of Directors. The purposes of this meeting shall be to a) consider any business issues determined by the Board of Directors, and b) elect Board members.

b. Special Membership Meetings may be called at any time by the Board of Directors. The Board shall determine the agenda, time and location at any special meeting. The Board shall be required to call a special meeting upon receipt of a petition signed by one-half of the total number of Regular Members in good standing.

c. Due Notice shall be given by the Association Office to all members of any membership meeting.

d. A majority of regular members of this Association present at any membership Meeting shall constitute a quorum for the transaction of business.

 

ARTICLE IV.    BOARD OF DIRECTORS

Section 1. Membership and Eligibility

a. The Board of Directors shall be the governing body of this Association. The Board shall consist of twelve (12) members. Eleven (11) Directors shall be elected from the regular membership at the Annual Meeting. One (1) Director from the affiliate membership shall be appointed by the Board.

b. The Board shall fill any vacancies occurring between annual membership meetings by appointment. Any person appointed to the Board in this manner must stand for election at the next annual meeting.

c. The President shall appoint a nominating committee prior to each annual meeting. The committee shall seek nominations for expiring or vacant Director positions. The committee shall present its report at the annual meeting and conduct the election of any expiring or vacant Board positions. The committee shall give consideration to the experience, availability and other factors in determining the persons to be placed in nomination.

Section 2. Terms

a. Each Director duly elected shall serve a term of one (1) year, or until their successor has been elected or appointed. A Director may be re-elected.

b. Each Director appointed to a vacant position shall serve until the next Annual Meeting or until replaced.

Section 3. Responsibilities

a. The Board shall have supervision, control and direction of the general affairs and activities of the Association, and may adopt such rules and policies for the conduct of its business.

b. The Board shall be directly responsible for 1) approving membership applications, 2) approving the budget, member dues and any special assessments, 3) appointment of the President and other officers, and 4) major policy considerations.

Section 4. Board Meetings

a. The Board shall annually conduct at least 4 regular meetings. Special meetings may be held at the call of the President or the signed call of a majority of the Board. The date, time and location of all Board meetings shall be determined by the President. Due notice of all Board meetings shall be given by the Secretary or designee.

b. Directors shall make all reasonable efforts to attend Board meetings. A Director unable to attend may instead send a designated representative. The designated representative shall be entitled to vote on all Board matters.

c. Board meetings shall be governed by the practices of Robert's Rules of Order where practical, and not in conflict with other provisions of this Constitution.

d. A quorum consisting of a five (5) voting Directors must be present before any business is conducted.

 

ARTICLE V.    OFFICERS AND DUTIES

Section 1. Officers

a. The Officers of this Association shall be a President, two Vice-Presidents, Secretary, Treasurer and an Executive Director. The President, Vice-Presidents, Secretary and Treasurer shall be elected by the Board of Directors and shall serve their elected term, or until their successors are named. The offices of Executive Director, Secretary and Treasurer may be held by the same person. The Executive Director shall be appointed by the Board of Directors from the active membership or from non-members, but shall not be a Director.

Section 2. Duties

a. The President shall be the chief executive officer with duties to preside at all meetings of the Association and Board of Directors, and shall be the general executive office of the Association for the purpose of signing all contracts, bonds or other papers that may from time to time be necessary for the carrying on of the business, and perform such other duties as may be prescribed by the Association or this Constitution.

b. The duties of the Vice Presidents shall be to act in the absence of the President and perform such duties as would devolve upon the President if personally present. The First Vice-President will be considered "president-elect".

c. The duties of the Secretary shall be to keep the records of this Association, of the Board of Directors and of the Executive Committee and notify all members of regular or special meetings of the same; draw all orders upon the Treasurer, and perform such other duties as the Board of Directors my require.

d. The duties of the Treasurer shall be to collect all monies from the members of the Association or other revenue herein provided for, and safely keep and pay out the same upon order of the Secretary. The Treasurer shall also be the custodian of any contracts or other papers, except the Secretary's record of the proceedings of this Association.

e. The Executive Director shall be the chief operating officer and shall discharge the duties prescribed by the Board of Directors and the Constitution. He shall be responsible for implementing the policies of the Board and may execute such documents as may be necessary to carry out the functions of the Association Office and in accordance with procedures established by the Board. The Executive Director shall be an ex officio Secretary of the Board of Directors, Executive Committee and other committees.

 

ARTICLE VI.    COMMITTEES

Section 1. Executive Committee

a. The President, immediate past President, the Vice-Presidents, Secretary and Treasurer shall automatically serve on the Executive Committee. The Executive Committee shall have all of the powers of the Board of Directors in the interim between Board meetings.

Section 2. Standing Committees

a. Standing committees are permanent committees duly authorized by the Board of Directors. They shall perform functions and objectives as determined by the Board. The chair of each committee shall be appointed by the Board and serve a term or one (1) year or until a successor is appointed. The committee chair and other members may be appointed from the entire membership.

Section 3. Special Committees

a. Special committees shall be determined by the Board of Directors as needed. The Board shall set the name, size and objectives of each special committee.

Section 4. Committee Expenses

a. The Board of Directors shall have the discretion to pay for reasonable committee expenses upon request by the Committee chair.

 

ARTICLE VII.    DUES AND ASSESSMENTS

Section 1. Dues

a. Each Member shall pay annual dues to the Association to support its operations and activities. The amount of dues shall be determined annually by the Board of Directors.

b. Annual dues statements to each member shall be issued by the Executive Director at the beginning of each fiscal year.

Section 2. Assessments

a. Each Member may be assessed for the costs of special activities of the Association on a basis and in a manner determined by the Board of Directors.
 

ARTICLE VIII.     AMENDMENTS

Section 1. This constitution may be amended at any membership meeting called for that purpose, for which due notice of the proposed amendment has been given by mail to each of the members at least ten days before said meetings, and upon the affirmative vote of the majority of regular members present at such meeting.