Governance

1972 – Robert Ethridge, Ruidoso – Contel of the West
1973 – Rollie Nehring, Phoenix – Arizona Telephone Company
1974 – R.C. Brown, III, Holbrook – Western State Telephone
1975 – R.C. Brown, III, Holbrook – Western State Telephone
1976 – James Sheppard, Window Rock – Navajo Communications
1977 – Tom Scott, Lovington – Leaco Rural Telephone
1978 – Sharon Corley, Willcox – Valley Telephone Cooperative
1979 – Robert Harris, Clovis – ENMR Telephone Cooperative
1980 – Carol Faris, Window Rock – Navajo Communications
1981 – Larry Bigler, Holbrook – Contel of the West
1982 – Lyle Donovan, Willcox – Valley Telephone Cooperative
1983 – Frank Dottie, Dell City – Dell Telephone Cooperative
1984 – Ronnie Scott, Clovis – ENMR Telephone Cooperative
1985 – Robert Shelton, Artesia – Penasco Valley Telephone Cooperative
1986 – Neal Thompson, Show Low – Contel of the West
1987 – Richard Dullum, Willcox – Valley Telephone Cooperative
1988 – Jack W. Keen, Silver City – Western NM Telephone Company
1989 – Jim Bucher, Albuquerque – US West Communications
1990 – June Barker, Dell City – Dell Telephone Cooperative
1991 – Jerry Kite, Kingman – Citizens Utilities Company
1992 – Jimmy Shields, Hobbs – GTE Southwest
1993 – Charles Ferrell, Santa Fe – GTE
1994 – Jon Landstrom, Albuquerque – US West Communications
1995 – Dave French, Kingman – Citizens Utilities Company
1996 – Robert Shelton, Chandler – Gila River Telecommunications
1997 – Sharon Rooks, Cliff – Western NM Telephone Company
1998 – Jeff Moore, Clovis – ENMR. Plateau Telecommunications
1999 – Donny Massey, Portales – Roosevelt County Rural Telephone Coop.
2000 – Paul Briesh, Des Moines – Baca Valley Telephone Company, Inc.
2001 – Paul Moreland, Kingman – Citizens Communications
2002 – Kristi Lee, Willcox – Copper Valley Telephone
2003 – Mary Beth Cicala, Tularosa – Tularosa Basin Telephone Company
2004 – Carl Wilson, Artesia – Penasco Valley Telecommunications
2005 – Susan Barker, Dell City – Dell Telephone Cooperative
2006 – Joe Hausner, Window Rock – Frontier & Navajo Communications
2007 – John Zeiler – Telephone & Data Systems
2008 – Jose Matanane – Fort Mojave Telecom
2009 – Joe Webb, Willcox – Valley Telecom
2010 – Michael J. Leyba, Mora – La Jicarita RTC
2011 – Scott Arnold, Portales – Yucca Telecom
2012 – Jenifer Vellucci, Phoenix – Zona Communications
2013 – Ruben Hernandez, Mohave Valley – Ft. Mohave Telecommunications, Inc.
2014 – Dale Laman, Artesia – Penasco Valley Telephone Coop
2015 – Bruce Scott, Clovis – Plateau Telecommunications
2016 – Veronica Hardison, Tularosa – Tularosa Basin Telephone Company
2017 – Troy Judd, Wilcox – Valley Telecom Group
2018 – Jeff Handley, Knoxville, TN – TDS Telecom
2019 – Kristan Johnson, Sells – Tohono O’odham Utility Authority
2020 – Dennis Farrington, Prescott – MTE Communications
2021 – Jason Gonzales, Clovis – Plateau Telecommunications
2022 – Zach Osborn, Des Moines – Baca Valley Telephone Company, Inc.

ARTICLE I

DESCRIPTION

Section 1 – The Corporation’s name is Arizona-New Mexico Telecommunications Association, Inc., a non-profit Corporation organized under and pursuant to the laws of the State of Arizona.

Section 2 – Membership shall be comprised of the following types of categories:

(a) Active Members shall be made up of those telecommunication companies who have invested in facilities-based networks within the States of Arizona, or New Mexico and provide public switched wireline service to the end user and accept the obligations to serve anyone in their territory and supports universal service. Each Active Member shall be entitled to one vote, cast by whomever is delegated by the Active Member organization pursuant to due notice of meeting.

(b) Associate Members shall be made up of those persons, firms, partnerships, associations or corporations whose principal business is the manufacture, sale, or lease of equipment, supplies or commodities or in the providing or sale of services to Active Member companies or any other entity as may be approved by the Board of Directors. Associate Members shall be represented by one voting Board member elected by the Associate Members and shall be nominated to the Board of Directors.

(c) Honorary Members shall be elected upon specific recommendation of the Board of Directors and concurred in by vote of a majority of the Active Members represented at any Annual Meeting. Honorary Members shall not be entitled to vote.

(d) Termination – Membership in the Corporation shall lapse and terminate when any member shall resign or cease to meet membership requirements as above set forth or fails to maintain its annual dues and assessments on a current basis.

ARTICLE II

MEMBERS’ MEETINGS

Section 1 – Annual Meetings – The annual meeting of the members shall be held on the last Thursday in September of each year at the principal office of this Corporation or at such other place as shall be stated in the notice of meeting or in a duly executed waiver of notice; provided, however, that whenever such date falls upon a legal holiday, the meeting shall be held on the next succeeding business day, and further provided that the Board of Directors may by resolution fix the date of the annual meeting as such other date as the Board may deem appropriate. At such meeting, the members shall elect directors to serve until their successors shall be elected.

Section 2 – Special Meetings – Special meeting of the members may be held whenever called in writing by the President, the Vice President, a majority of the Board of Directors, or by one-third (1/3) of the Active Members of the Corporation.

Section 3 – The calls and notices of all meetings of the members shall conform to the provisions of Article IX of these Bylaws.

Section 4 – The President, and in his/her absence the Vice President, shall preside at all such meetings.

Section 5 – Each Active Member shall be entitled to cast one vote per membership. All votes may be cast by the members either in person or by proxy. All proxies shall be in writing and shall be filed with the secretary. If instructed, the secretary shall enter a record of such proxies in the minutes of the meeting. Upon demand of ten (10) or more Active Members, the votes upon any questions, motion, resolution, or proposition before the meeting shall be by ballot.

Section 6 – Registered Members – At any meeting of the members only such persons shall be entitled to vote in person or by proxy as appear as members upon the records of the Corporation at the time of such meeting.

Section 7 – Quorum – At any meeting of the members, properly called and noticed pursuant to Article IX of these Bylaws, or waived by reason of Section 3 of Article IX, a majority vote of the Active Members of the Corporation present in person or present by proxy shall constitute a quorum of the members for all purposes. In the absence of a quorum, the chairman of the meeting may adjourn the meeting from time to time, without notice other than by announcement at the meeting, until the members requisite to constitute a quorum shall attend. At any such adjourned meeting at which quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 8 – All informalities and/or irregularities in calls, notices of meeting and in the matter of voting, form of proxies, credentials and method of ascertaining those present, shall be deemed waived if no objection is made at the meeting.

ARTICLE III

BOARD OF DIRECTORS

The business and property of the Corporation shall be managed by its Board of Directors.

Section 1 – Membership – Any person financially interested in, or an officer of, or employed by the member which he/she represents shall be eligible for membership on the Board of Directors. No member company shall be represented by more than one (1) member on the Board of Directors during any term. With the exclusion of the Associate Director, not more than four (4) members of the Board shall be from either the State of Arizona or the State of New Mexico . All Board of Directors nominees, including the Associate Nominee, shall be elected by a vote of the Active Membership.

Section 1a. Membership Term Limits – No Director shall serve more than three (3) consecutive two (2) year terms, except that an incumbent President shall be allowed to serve an additional one (1) year term regardless of Board term limitations included herein. If an acquisition, or merger, or trade creates a condition in which two (2) Board Members from the same company are simultaneously serving terms, the two (2) Board Members may serve out their regular three (3) consecutive two (2) year terms, provided they are from different states.

Section 2 – Vacancies – In case of any vacancy in the Board of Directors, the remaining members of the Board may elect a successor Director or Directors to hold office until the next meeting of the membership when the vacancy shall be filled by the membership. The Board of Directors shall have the power to increase or decrease the Board within the limits provided in Article VII of the Articles of Incorporation.

Section 3 – Regular Meetings – A regular annual meeting of the Board of Directors shall be held in conjunction with the annual convention, at which the annual membership meeting is held. At regular intervals, at such places and at such times as the Board of Directors may from time to time by resolution provide, regular meetings other than the annual meeting may be held.

Section 4 – Special Meetings – Special meetings of the Board of Directors shall be held at such place as is permitted for regular meetings whenever called by the President, the Vice President, or by the Secretary upon written demand from one-third (1/3) of the members of the Board. By unanimous consent of the directors, special meetings of the Board may be held without call or notice at any time or place. Notice of all calls and meetings of the Board of Directors shall be as provided in Article IX of these Bylaws.

Section 5 – During the interim between regular or special meetings of the Board, upon request of the President of the Corporation or, of the Executive Committee, if such committee exists, the Secretary shall submit questions by mail or electronic transmission to the Directors for a vote by same manner, on special matters of corporate business. The written majority vote of the Board of Directors in such questions so submitted shall have the same force and effect as though the questions were voted upon at a regular or special meeting of the Board. A time limit of not less than thirty (30) days from the day of mailing shall be put on all questions submitted to the Directors by mail or electronic transmission.

Section 6 – Unless provided by specific Board resolution, Directors shall not be compensated for attending Board meetings.

Section 7 – Quorum – Quorum for the transaction of business at any meeting of the Directors shall consist of a majority of the Board then in office.

ARTICLE IV

OFFICERS

Section 1 – Directors shall annually appoint the officers of the Corporation from their own number. Such appointment shall regularly take place at the first meeting of the Directors immediately following the annual meeting of the membership; provided, however, that appointment of officers may be held at any other meeting of the Board of Directors.

Section 2 – The Board of Directors may appoint such other officers, managers, agents, and employees in addition to the officers hereinbelow expressly named, as they shall deem necessary, who shall have such authority to perform such duties as may be prescribed from time to time by the Board of Directors or by the President. Managers, agents and employees need not be members of the Board.

Section 3 – All officers and agents shall be subject to removal at any time by the affirmative vote of the majority of the members of the Board of Directors.

ARTICLE V

PRESIDENT

The President shall be the chief executive of the Corporation and shall exercise general supervision over its property and affairs. He/she shall, together with the Secretary, sign on behalf of the Corporation all conveyances, mortgages, and contracts of material importance to the Corporation’s business, and shall do and perform all acts and things which the Board of Directors may direct and require of him/her. He/she shall preside at all meetings of the membership, of the Board of Directors, and the Executive committee, if it exists. With the approval of the Board of Directors he/she shall appoint all committees.

ARTICLE VI

VICE PRESIDENT

There shall be a Vice President. In the event of the President’s absence or inability to act, the Vice President shall have the powers of the President. He/she shall perform such other duties as the Board of Directors or Executive Committee may impose.

ARTICLE VII

SECRETARY

The Secretary shall keep the minutes of the Corporation, the Board of Directors, the Executive Committee, and corporate records and such books and records as these Bylaws or any resolution of the Directors may require. The office shall be the custodian of the seal of the Corporation and shall affix the seal to all papers and instruments requiring it. This office shall perform such other services as the Board of Directors may impose, including the making of an annual report at the annual meeting of the membership and the serving of all notices of the Corporation. This office shall execute all significant contracts and agreements jointly with the President.

ARTICLE VIII

TREASURER

The Treasurer shall have the custody and control of the funds of the Corporation, subject to the action of the Board of Directors, and shall report the state of the finances of the Corporation at each annual meeting of the membership and at every regular meeting of the Directors. This office shall perform such other services as the Board of Directors may require, including endorsing on behalf of the Corporation for collection bills, notes, checks and other obligations; signing receipts and vouchers for payments made to the Corporation, and keeping such books of account as may be necessary and holding them open to inspection by any director at any time. The Treasurer may be required to be bonded at the discretion of the Board of Directors.

ARTICLE IX

CALLS AND NOTICES OF MEETINGS

Section 1 – At least thirty (30) days (inclusive of the date of meetings) before the date of any meeting of the membership or Regular meeting of the Board of Directors, the Secretary shall cause a written notice setting forth the time, place and general purpose of the meetings to be delivered either personally, or by electronic transmission, or mailed, with postage prepaid, to each member of record at their last known address as it then appears on the books of the Corporation.

Section 2 – Special meetings of the Board of Directors may be called by the president (or in his/her absence the Vice President), or by one-third (1/3) of the Board of Directors and notice of such meeting shall be given to each Director, in writing, at least seven (7) days before the time fixed for the meeting, and such notice shall advise each Director as to the time, place and general purpose of the meeting and shall be delivered either personally, or by electronic transmission , or mailed, postage prepaid, to each Director at their last known address as it appears on the books of the Corporation.

Section 3 – Whenever the active members shall meet in person or by proxy, such meetings shall be valid for all purposes without call or notice or waiver of call and notice, and at such meetings any corporate action may be taken. Whenever the Directors meet, such meetings shall be valid for all purposes without call or notice or waiver of call and notice. No call or notice of any meeting of members or Directors shall be necessary if waiver of call and notice is signed by all of the membership or Directors whichever the case may be.

ARTICLE X

COMMITTEES

Section 1 – There may be appointed an Executive Committee of the Board of Directors to consist of five (5) Directors. The Executive Committee shall be selected by a majority vote of all Directors. The President, Vice President, and Secretary and Treasurer of the Association shall always be members of the Executive Committee as long as they are in office. The Executive Committee shall, as the representative of the Board, manage the affairs of the Association in the interim between meetings of the Board.

Section 2 – There shall be a Nominating Committee for the purpose of nominating persons for the Office of Director and all other offices of the Corporation. This Committee shall consist of five (5) persons to be appointed by the President no later than the first regular session of the Annual Meeting of the membership. The Committee shall be appointed from the general active membership, except that the Chairman of the Committee shall be appointed from the Board of Directors. The Nominating Committee shall meet at a designated time and place to receive names proposed in person or in writing for nomination by members of the Corporation. From the names thus proposed and such other names of eligible individuals whom it desires to consider, the Committee will make its nominations to fill all vacancies then existing and report the same at the session of the annual meeting to be designated in advance by the President, at which meeting the Directors for the ensuing term will be elected. At such meeting for the election of directors, the Chair shall allow a minimum of one minute or until all nominations of Directors by the membership from the floor have been concluded.

Section 3 – Special committees may be appointed by the President, Board of Directors or Executive Committee. Such committees, duly appointed by the Board at the annual meeting of the Board, shall be considered as then charged. Upon the appointment of a special committee, the Board of Directors shall appropriate a specific sum from the funds of the Corporation for the expenses of the special committee’s activities. No special committee of this Corporation shall be authorized to expend funds of the Corporation unless such funds are appropriated.

ARTICLE XI

MEMBERSHIP, ANNUAL DUES AND FEESde

Section 1 – The annual dues of all classes of members shall be fixed by the Board of Directors to be paid annually, and shall be due within the first quarter of each calendar year. Any member who has not paid the year’s dues within the first quarter shall be declared delinquent and not entitled to vote or hold office.

Section 2 – The Board of Directors shall have the power to adopt special fees to be charged to members and non-members for special services rendered by the Corporation.

Section 3 – No application for membership in this Corporation shall be effective until approved by the Board of Directors and likewise, the Board may terminate membership for (a) retirement from the industry or consolidation with another system; (b) failure to pay dues and assessments; (c) formal resignation.

ARTICLE XII

AMENDMENT AND REPEAL

These Bylaws may be amended or repealed, or new Bylaws may be adopted, at any meeting of the members, by a resolution adopted by a majority vote of the active members, then present, or at any meeting of the Board of Directors, with such Board action being presented at the next meeting of the membership for a vote by a majority of the Active Members then present.

This is to certify that these Bylaws were adopted by a majority vote of the Board of Directors at a meeting duly held on October 29, 2003 and were approved by a majority of the members then present at a meeting duly called on October 29, 2003.

Following is a short statement:

All Association members should be reminded that certain topics are not proper subjects for discussion and consideration at any Association meeting of members, officers, directors or committees, whether formal or informal. While it is entirely appropriate to meet as an Association to discuss common problems and areas of interest, it must be kept in mind that the members are competitors and any action taken to eliminate, restrict or govern competition among members is a violation of the antitrust laws.

Among the subjects which should never be discussed at Association meetings are conditions, terms and prices of service, allocating or sharing of customers and refusing to deal with a particular supplier or class of suppliers. Agreement among competitors relative to any of these subjects are per se violations of the antitrust laws, and can lead to severe criminal and civil penalties.