EXCHANGE CARRIERS ASSOCIATION, INC.
SCOPE, PURPOSES AND
Section l. SCOPE. Michigan
Exchange Carriers Association, Inc. ("MECA"
or the "Association") is a Michigan
nonprofit, membership corporation with a
perpetual charter. These Bylaws supplement the
Articles of Incorporation and are subject to
laws which apply now or later.
Section 2. PURPOSES AND
OBJECTIVES. To provide information,
representation and general assistance to its
members in intercompany relations, regulatory
matters, legislative matters, and general
business matters relating to rural
telecommunications issues of interest to
incumbent local exchange carriers and to
administer tariffs filed by the Association on
behalf of its members, including pooling when
Section 1. ELIGIBILITY:
LOCAL EXCHANGE CARRIERS.
Only incumbent Local
Exchange Carriers ("LECs"), as defined
in section 251 of the Communications Act of 1934
as amended by the Telecommunications Act of
1996, 47 USC 251, with less than 250,000 access
lines in Michigan as of the date of application
for membership, parent companies of these
incumbent LECs, or affiliated groups of these
incumbent LECs are eligible to become members of
the Association. The LECs must be operating
telephone companies that provide basic local
telephone service and intrastate toll access
service with at least one exchange in Michigan.
Section 2. MEMBERSHIP.
The members of the Association shall be those
companies who are eligible under Section 1 of
this Article and enter into a contractual
agreement with MECA regarding participation. New
memberships are subject to the discretionary
approval of the Board of Directors
Section 3. RESIGNATION.
Any member may resign effective as of any
January 1 by filing a written notice of
resignation with the Chairman of the Board or
President at least ninety (90) days prior to the
effective date of resignation. Resignation shall
not relieve the resigning member from any of its
obligations to MECA (including any duty to pay
money to MECA) where such obligations are
attributable to activities during the period
prior to the effective date of its resignation.
Section 4. TERM. Membership
shall be perpetual, but any member can be
removed by a two-thirds (2/3) vote of the
Directors, for cause, including but not limited
to failing to comply with any rules or
regulations of MECA or for failing to pay any
obligation due and owing to MECA or any of its
members. ARTICLE III
DUES AND ASSESSMENTS
Section l. DUES.
Beginning with membership on January 1, 1999,
dues for membership in the Association shall be
prescribed by the Board. Dues shall be
determined annually on the basis of a proposed
budget. One half of the total budget shall be
apportioned equally among the members and one
half of the total budget shall be apportioned
among the members based on a percentage of
access lines. The percentage for each member
will be the ratio of the access lines of that
member (including all affiliated incumbent LECs
in Michigan that are eligible to be members) to
the total number of access lines of all the
members (including all affiliated incumbent LECs
in Michigan that are eligible to be members).
Section 2. ASSESSMENTS.
The Board may approve Association projects or
Association participation in proceedings even if
these activities cannot reasonably be fully
funded from dues. If dues are inadequate to pay
for approved activities, the Board may authorize
special assessments to pay for them. The
expenses of these approved activities shall be
borne by all members on the basis of the formula
used to calculate dues, with the exceptions
The Board may determine
that an approved Association activity affects
all members or that it affects only a subgroup
of the members. If the Board determines that an
approved activity affects all members, a member
may nevertheless submit a written request to the
Association to be excepted from
participation in and funding obligations related
to the activity. The Board has complete
discretion to grant or deny the request, but can
grant it for reasonable cause, such as a
regulatory directive requiring the member to be
a party to a regulatory proceeding or the
election of the member to be a separate party to
the proceeding. If one or more than one member
is excepted, the expenses for the activity shall
be apportioned among the remaining members by
adjusting the formula to account for the
exclusion of the member or members and their
related access lines.
If the Board determines
that an approved activity affects only a
subgroup of members, then the Association will
engage in the activity only on behalf of those
members, if any, within the affected subgroup
who voluntarily choose to proceed and who agree
among themselves to a funding schedule or
formula. The expenses of the activity shall be
apportioned among the participating members on
the basis of their agreement.
Special assessments or
portions of the assessments may be levied
periodically at intervals determined by the
President and may be levied on the basis of
estimates of expenses to be incurred.
Section 3. SURPLUS DUES
AND ASSESSMENTS. Any surplus of dues and
assessments collected but not expended during a
calendar year shall be included as a credit
against the following yearís dues or refunded
if the member resigns from MECA.
"Expended" in this context means that
which is needed to satisfy the total accrued
liability for the year in question.
MEETING OF MEMBERS
Section l. ANNUAL
MEETING. MECA will have an annual meeting of
its members at such time and place as set by the
Board for the following purposes:
a. For the report of
b. For election of
c. For such other
business as may come before the meeting.
Section 2. SPECIAL
MEETINGS. A special meeting of the members
may be called by the Chairman of the Board, by
the Board, or upon written request signed by at
least seven (7) members of record; provided,
that for purposes of determining whether a
request is made by a sufficient number of
members, members who are part of a controlled
group (as that term is defined in Section
l563(a) of the Internal Revenue Code of l986, as
amended) shall be collectively treated as a
Section 3. NOTICE OF
MEMBERS' MEETINGS. Written or printed notice
stating the place, day and hour of the meeting
and, in case of a special meeting the purpose or
purposes for which the meeting is called, shall
be given to each member, either personally or by
mail, by or at the direction of the Secretary
not less than ten (l0) days nor more than thirty
(30) days before the date of the meeting. If
mailed, such notice shall be deemed to be given
when deposited postage prepaid, in the United
States mail, in a sealed envelope, addressed to
the member at the member's address, as it
appears on the records of the Association.
Section 4. QUORUM.
The presence of at least twenty-five percent
(25%) of the total number of members of the
Association shall constitute a quorum for the
transaction of business at all meetings of the
members. Attendance of a representative of the
member authorized to vote shall constitute
attendance at the meeting by the member. In the
event that less than a quorum of members is
present at any regular meeting or special
meeting, a majority of those members present may
adjourn the meeting from time to time without
Section 5. VOTING. Each
member shall be entitled to one (l) vote on each
matter submitted to a vote at all meetings of
the members. A vote may be cast either orally or
in writing. When an action, other than the
election of Directors, is to be taken by vote of
the members, it shall be authorized by a
majority of votes cast, unless a greater
plurality is required by the Articles of
Incorporation or by law. Unless otherwise
provided by the Articles of Incorporation or
these Bylaws, the
Directors shall be elected
by a plurality of the votes cast at an election
The vote of a member may
be cast by an officer of the member or a
representative, who is authorized to cast such
vote. An officer of the member shall notify the
Association, in writing, of the identity of the
person authorized to vote on behalf of the
member. Such authorization shall continue until
the Association is notified, in writing, by an
officer of the member of the withdrawal or
revocation of such authorization.
Section 6. PROXIES.
Members of record may vote at any meeting either
in person (i.e. as provided in Section 5 of this
Article), or by proxy in writing, which shall be
filed with the Secretary of the meeting before
being voted. Such proxies shall entitle the
holders thereof to vote at any adjournment of
such meeting, but shall not be valid after the
final adjournment of such meeting. No proxy
shall be valid after the expiration of three (3)
years from the date of its execution unless the
member executing it shall have specified therein
the length of time it is to continue in force,
which shall be for some limited period.
Section 7. WAIVER OF
NOTICE. Attendance of a member constitutes a
waiver of notice of the meeting, except when the
member attends a meeting for the expressed
purpose of objecting, at the beginning of the
meeting, to the transaction of any business
because the meeting is not lawfully called or
Section 8. CONSENT IN
WRITING. Any action required or permitted to
be taken at an annual or special meeting of
members may be taken without a meeting, without
prior written notice, and without a vote, if all
of the members entitled to vote thereon consent
thereto in writing.
Section 9. MEMBER
LIAISON. Each member shall designate one (l)
person to act as the liaison, and one (l) person
to act as an alternate, of such member for
purposes of dealing with the Association on
behalf of the member. An officer of the member
shall notify the Association, in writing, of the
identity, address and telephone number of the
liaison and alternate so designated. Such
liaison's (and/or alternate's) designation shall
continue until the Association is notified, in
writing, by an officer of the member, of the
withdrawal or revocation of the liaison's
(and/or alternate's) designation.
BOARD OF DIRECTORS
Section l. GENERAL
POWERS. The Board shall manage the business
and affairs of MECA.
Section 2. NUMBER OF
DIRECTORS. The Board shall consist of nine
(9) Directors. The number of Directors may be
increased or decreased by amendment of these
Bylaws: provided, however, that no change in the
number of Directors shall have the effect of
shortening the term of an incumbent Director. A
Director shall hold office for the term elected,
until a successor is elected and qualified or
until death, resignation or removal.
Section 3. TERM OF
OFFICE OF DIRECTORS. At each annual meeting,
Directors shall be elected for a term of three
(3) years to succeed those whose terms expire at
Section 4. ELECTION OF
DIRECTORS. Directors shall be elected by the
members from among the nominees submitted prior
to the annual meeting by the Nominating
Committee and any nominees submitted from the
floor with a second in support of the floor
nomination. Only employees, agents or
representatives of members are eligible to be
Directors of the Association.
Section 5. REPRESENTATION.
No member, or group of members which are
part of a controlled group (as that term is
defined in Section l563(a) of the Internal
Revenue Code of 1986, as amended) shall have
more than one (l) agent, employee or
representative sitting on the Board at any time.
Section 6. VACANCIES.
Vacancies in the Board shall be filled by the
Board. A person elected by the Board to fill a
vacancy on the Board shall serve until the next
annual meeting of the members of the Association
at which time an election shall be held to fill
the unexpired term of the Director which caused
the vacancy, in addition to the election of
Directors regularly scheduled to be elected at
such annual meeting.
Section 7. BOARD
MEMBER'S EXPENSES. As authorized by the
Board, Directors may be reimbursed for
reasonable travel expenses actually and
necessarily incurred in attending meetings of
the Board and in carrying out Board business.
Section 8. REGULAR
MEETINGS. Regular meetings of the Board
shall be held at least quarterly at the
principal office of MECA, or at such other time
or place as may be set by the Board.
Section 9. SPECIAL
MEETINGS. Special meetings of the Board may
be called by the Chairman of the Board, or by
the Secretary upon written request of not less
than three (3) Directors. Special meetings may
be held upon not less than forty-eight (48)
hours notice of the time, place, and purpose of
the meeting given in writing, by telephone, or
by electronic medium to each Director at his or
her place of business or residence.
Section 10. WAIVER OF
NOTICE. Directors may waive notice of
any regular or special meeting of the Board or
of a committee of the Board. Attendance of a
Director at a meeting constitutes a waiver of
notice of the meeting, except where a Director
attends a meeting for the express purpose of
objecting to the transaction of any business
because the meeting is not lawfully called or
Section 11. QUORUM. A
majority of the Directors constitutes a quorum.
Meetings at which a quorum is not present, may
be adjourned by majority vote of the Directors
present. A vote of the majority of Directors
present at a meeting at which a quorum is
present constitutes the action of the Board or
of the committee.
Section 12. ELECTRONIC
CONFERENCE. A member of the Board or of a
committee of the Board may participate in a
meeting by conference telephone or similar
communications equipment by which all persons
participating in the meeting can hear each
other. Participating in a meeting by this method
constitutes presence in person at the meeting.
Section 13. ACTION
WITHOUT MEETING. Action may be taken by the
Board or a committee of the Board without a
meeting if, before or after the action, all
members of the Board or committee consent in
writing. The written consent shall be filed with
the minutes of the Board or committee. The
consent shall have the same effect for all
purposes as a vote of the Board or committee.
Section 14. BOARD
ACTIONS. Other Board duties shall include
but not be limited to:
a. Annually appoint a
certified public accountant to audit the
financial accounts of MECA. A copy of the Audit
Report shall be furnished to each Director and
member not later than at the annual meeting of
b. Approve annual
operating budget of MECA.
c. Approve in advance all
filings before regulatory bodies, except routine
d. Appoint a Treasurer.
e. Designate individuals
who may authorize operating expense payments
according to procedures approved by the MECA
Section 15. RESIGNATION
AND REMOVAL. Any Director may resign at any
time, effective either immediately or at a
specified later date, by written resignation
delivered to the Chairman of the Board or
President of the Association. Any Director may
be removed upon the affirmative vote of
two-thirds (2/3) of the full Board. A Director
who is an employee, agent or representative of a
member shall be automatically removed as a
Director in the event that the member of which
he or she is an employee, agent or
representative ceases to be a member in good
standing of MECA, or in the event that the
Director ceases to be an employee, agent or
representative of the member.
Section 16. CHAIRMAN
AND VICE CHAIRMAN. The Board shall elect
annually a Chairman of the Board and Vice
Chairman of the Board. The Chairman and Vice
Chairman shall be elected annually by the Board
at the first meeting of the Board held after
each annual meeting of the members, but no later
than thirty (30) days thereafter. The Chairman
and Vice Chairman must be members of the Board.
The Chairman and Vice Chairman shall hold their
positions until the first meeting of the Board
held during or following the next succeeding
annual meeting of the members or until his or
her successor shall have been duly elected,
subject to the provisions of these Bylaws with
respect to the removal of the Chairman and Vice
No person may serve as
Chairman for more than three one-year terms.
Section 17. REMOVAL.
The Chairman or Vice Chairman may be removed by
a majority of the full Board whenever in its
judgment the best interests of MECA would be
Section 18. POWERS AND
DUTIES OF CHAIRMAN. The Chairman shall
preside at all meetings of the members and at
all meetings of the Board and shall have the
other powers and duties given to him or her in
these Bylaws or delegated by the Board.
Section 19. POWERS AND
DUTIES OF VICE CHAIRMAN. If the Chairman is
absent, disabled, dies or refuses to act, the
Vice Chairman shall exercise the powers and
perform the duties of the Chairman.
Section l. STANDING
COMMITTEES. The standing committees shall be
a nominating committee and such other committees
as the Board may authorize.
A. General Conditions.
l. The Chairman of the
Board, following each annual meeting, shall,
with the approval of the Board, appoint or cause
to be appointed all standing committees.
2. Each member of a
standing committee shall serve until the next
annual meeting of the Board, until a successor
is elected and qualified, or until death,
resignation or removal.
3. The Chairman of the
Board shall appoint the chairman of all standing
4. The Chairman of the
Board shall fill all vacancies on standing
committees, with the approval of the Board.
5. Each standing committee
may adopt rules for its own government not
inconsistent with these Bylaws or with the rules
adopted by the Board.
6. A majority of the
members of the standing committee constitutes a
7. No standing committee
(and no special committee) shall have the power
or authority to:
(i) Amend the Articles of
Incorporation or adopt restated Articles of
Incorporation of the Corporation.
(ii) Adopt an agreement of
merger or consolidation.
(iii) Amend or repeal the
Bylaws or adopt new Bylaws of the Association.
(iv) Fill vacancies in the
(v) Fix compensation of
the Directors for serving on the Board or a
(vi) Terminate membership
in the Association.
B. Nominating Committee.
l. The Nominating
Committee shall consist of at least three (3)
members of the Board.
2. The Nominating
Committee shall consider recommendations for
nominations for Directors to the Board.
3. Prior to the date of
the annual meeting of the Association or a
special meeting of the Board called for such a
purpose, the Nominating Committee shall submit
to the Board its nomination for Directors to the
4. The Nominating
Committee shall meet as needed. Meetings may be
called by the Chairman of the Nominating
Committee and may be held upon reasonable notice
of the time, place and purpose of the meetings,
given in writing, by telephone, or by electronic
medium to each member's place of business or
C. Special Committees. The
Chairman of the Board may create, with the
approval of the Board, special committees. The
Chairman of the Board shall determine the
duties, authority and methods of selecting
special committees. Upon completion of the task
for which created, any special committee shall
Section l. NUMBER.
The Officers of MECA shall be the Chairman of
the Board, Vice Chairman of the Board,
President, Secretary, Treasurer, and such other
officers with such duties as may be determined
from time to time by the Board.
Section 2. ELECTION AND
TERM OF OFFICE. Unless otherwise provided in
these Bylaws, the Chairman, Vice Chairman,
Secretary and Treasurer shall be elected
annually by the Board at the first meeting of
the Board held after each annual meeting of the
members. Each of these officers shall hold
office until the meeting of the Board held
during or following the next succeeding annual
meeting of the members, or until his or her
successor shall have been duly elected and shall
have been qualified, subject to the provisions
of these Bylaws with respect to the removal of
officers. The Board shall appoint a President
who shall serve at the pleasure of the Board.
Section 3. REMOVAL. Any
officer or agent elected or appointed by the
Board may be removed by a majority of the full
Board whenever in its judgments the best
interests of MECA would be served thereby.
Section 4. VACANCIES. A
vacancy in any office shall be filled by the
Board for the unexpired portion of the term. In
the event of a vacancy in the office of
President, the Chairman of the Board will serve
as President until the office is filled by the
Section 5. CHAIRMAN OF
THE BOARD. In addition to the powers and
duties given to the Chairman of the Board
elsewhere in these Bylaws, the Chairman shall
exercise general supervisory and management
control in the implementation of Board policy.
Section 6. PRESIDENT. The
(a) sign certificates of
membership, the issuance of which shall have
been authorized by resolution of the Board, and
may sign any deeds, mortgages, deeds of trust,
notes, bonds, contracts, certificates, or other
instruments authorized by the Board to be
executed except in cases in which the signing
and execution thereof shall be expressly
delegated by the Board or by these Bylaws to
some other officer or agent of MECA or shall be
required by law to be otherwise signed or
(b) in general perform all
duties incident to the office of President and
such other duties as may be prescribed by the
Board from time to time.
If the President is absent
or disabled, or in the event of his inability or
refusal to act, the Chairman of the Board shall
perform the duties of the President, and, when
so acting, shall have the powers of the
President and shall perform such other duties as
from time to time may be assigned by the Board.
Section 7. SECRETARY.
The Secretary shall keep the minutes of
meetings of the Directors and shall perform
other duties directed by the Board. If the
Secretary is absent or disabled, the Chairman of
the Board shall designate a person to perform
the duties of the Secretary.
Section 8. TREASURER.
The Treasurer shall be custodian of all funds
and investment securities of MECA and shall
deposit in its name and disburse those funds and
transfer securities as directed by the Board.
The Treasurer shall submit annually a report of
the financial affairs of MECA. If the Treasurer
is absent or disabled, the Chairman of the Board
shall designate a person to perform the duties
of the Treasurer.
Section 9. BONDS OF
OFFICERS. The Board shall require the
Treasurer or any other officer or employee of
MECA charged with responsibility for the custody
of any of its funds or property to give bond,
the premium for which shall be paid by MECA, in
such sum and with such surety as the Board will
Section 10. REPORTS. The
officers of MECA shall submit at each annual
meeting of the members reports covering the
business of MECA for the previous fiscal year
and showing the condition of MECA at the close
of each fiscal year.
Section l. INDEMNIFICATION.
The Association shall indemnify its directors,
officers, employees, agents and nondirector
volunteers, as that term is defined in the
Michigan Nonprofit Corporation Act (the
"Act"), to the full extent authorized
or permitted to associations by the Act or any
future amendments to the Act or by any successor
provisions of Michigan law.
Section 2. INSURANCE.
The Association may purchase and maintain
insurance on behalf of any person who is or was
a director, officer, employee, agent or
nondirector volunteer of the Association or is
or was serving at the request of the Association
as a director, officer, employee, agent or
nondirector volunteer of another association,
business corporation, partnership, joint
venture, trust, or other enterprise against any
liability asserted against the person and
incurred by the person in any such capacity or
arising out of the personís status as such.
Section l. BOOKS AND
RECORDS. MECA shall keep correct and
complete books and records of accounts on an
accrual basis or as specified by the Board;
shall keep minutes of the proceedings of the
Board and committees having any other authority
of the Board; and shall keep, at its principal
office, a record giving the name and address of
each member of the Board and each member and
their representative and alternate of MECA.
Section 2. CONTRACTS.
The Board may from time to time authorize any
officer or agent of MECA, in addition to the
officers so authorized by these Bylaws, to enter
into any contract or execute and deliver any
instrument in the name of and on behalf of MECA,
and such authority may be general or confined to
Section 3. CHECKS,
DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, notes, or other
evidences or indebtedness issued in the name of
MECA shall be signed by the proper officer or
officers authorized to do so in accordance with
resolutions of the Board then in effect.
Section 4. DEPOSITS.
All funds of MECA not otherwise employed shall
be deposited from time to time to the credit of
MECA in such banks, trust companies or other
depositories as the Board may select.
Section 5. FISCAL YEAR.
The fiscal year of MECA shall end on December 31
of each year.
Section 6. WAIVER OF
NOTICE. Anything herein contained to the
contrary notwithstanding, whenever any notice
whatsoever is required or permitted to be given
by law, the Articles of Incorporation, or these
Bylaws, a waiver thereof, in writing, signed by
the person or persons entitled to such notice,
whether before or after the time stated therein,
shall be equivalent to the giving of such
Section 7. RULES OF
ORDER. The conduct of the meetings of MECA
and its committees shall be governed by the
latest available revision of Robert's Rules of
Order except as such rules may be inconsistent
with these Bylaws.
These Bylaws may be
altered or amended by the Board except that any
alteration or amendment that would affect the
terms and conditions by which Directors hold
office must be approved by affirmative vote of
not less than two-thirds (2/3) of the members
present and voting at any regular or special
meeting provided that at such regular or special
meeting notice of such meeting shall have
contained a copy of the proposed alteration,
amendment or repeal. After any alteration,
amendment or repeal of these Bylaws has been
adopted, all members shall be notified of such
action as soon as is conveniently possible.