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By-Laws

Revised: 10/09/98

BYLAWS OF MICHIGAN EXCHANGE CARRIERS ASSOCIATION, INC.

(MECA)

ARTICLE I

SCOPE, PURPOSES AND OBJECTIVES

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 appropriate.

ARTICLE II

MEMBERS

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 ("Board").

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 described below.

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.

ARTICLE IV

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 MECAís officers.

b. For election of Directors.

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 single member.

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 further notice.

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 of Directors.

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 convened.

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.

ARTICLE V

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 that meeting.

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 convened.

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 the Members.

b. Approve annual operating budget of MECA.

c. Approve in advance all filings before regulatory bodies, except routine tariff updates.

d. Appoint a Treasurer.

e. Designate individuals who may authorize operating expense payments according to procedures approved by the MECA Board.

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 Chairman.

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 served thereby.

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.

ARTICLE VI

COMMITTEES

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 committees.

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 quorum.

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 Board

(v) Fix compensation of the Directors for serving on the Board or a committee.

(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 Board.

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 residence.

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 stand discharged.

ARTICLE VII

OFFICERS

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 Board.

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 President shall:

(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 executed; and

(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 determine.

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.

ARTICLE VIII

INDEMNIFICATION PLAN

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.

ARTICLE IX

MISCELLANEOUS

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 specific instances.

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 notice.

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.

ARTICLE X

AMENDMENTS

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.

 

 

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