Legal Notices

Review our complete Terms and Conditions, Privacy Policy and other key topics below.

Foothills Communications (“Foothills”) has adopted this Acceptable Use Policy (“AUP”) to outline the acceptable use of Foothills’ Broadband Internet service (“Broadband Service”). This AUP is in addition to any restrictions contained in the Foothills Agreement for Residential Broadband Services (the “Subscriber Agreement”) available at www.foothills.net. Please refer to the Frequently Asked Questions (“FAQs”) at www.foothills.net which includes explanations of how Foothills implements and applies many of the provisions contained in this AUP.All capitalized terms used in this AUP that are not defined here have the meanings given to them in the Subscriber Agreement. You, the customer, must comply with this AUP. Your failure to do so could result in the suspension or termination of your Broadband Service account. If you do not agree to comply with this AUP, you must immediately stop all use ofthe Broadband Service and notify Foothills so that it can close your account. Foothills may revise this AUP from time to time by posting a new version on the Web site at www.foothills.net (the “Foothills website”). Foothills will use reasonable efforts to make customers aware of any changes to this AUP, which may include sending e-mail announcements or posting information on the Foothills website. Revised versions of this AUP are effective immediately upon posting. Accordingly, customers of the Foothills Communications Internet Broadband Service should read any Foothills announcements they receive and regularly visit the Foothills web site and review this AUP to ensure that their activities conform to the most recent version. If you have questions regarding this AUP, or to report violations of it, you can contact Foothills at ww.foothills.net. To report illegal content on the Internet go to www.ftc.gov.

I. Prohibited Uses and Activities

In general, this AUP prohibits uses and activities involving the Broadband Service that are illegal, infringe the rights of others, or interfere with or diminish the use and enjoyment of the Broadband Service by others.

A. Network and Usage Restrictions

No user of the Broadband Service, Customer Equipment, or Foothills Equipment may, individually or in combination with another:

  1. restrict, inhibit, or otherwise interfere with the ability of any other person, regardless of intent, purpose or knowledge, to use or enjoy the Broadband Service (except for safety and security functions such as parental controls, for example), including, without limitation, posting or transmitting any information or software which contains a worm, virus, or other harmful feature, or generating levels of traffic sufficient to impede others’ ability to use, send, or retrieve information;
  2. restrict, inhibit, interfere with, or otherwise disrupt performance of the Broadband Service or cause a performance degradation regardless of intent, purpose or knowledge, to the Broadband Service or any Foothills (or Foothills supplier) host, server, backbone network, node or service, or otherwise cause a performance degradation to any Foothills (or Foothills supplier) facilities used to deliver the Broadband Service;
  3. resell the Broadband Service or otherwise make available to anyone outside the Premises the ability to use the Broadband Service (for example, through wi-fi or other methods of networking), in whole or in part, directly or indirectly. The Broadband Service is for personal and non-commercial residential use only and you agree not to use the Broadband Service for operation as an Internet service provider or for any business enterprise or purpose (whether or not for profit);
  4. connect the Foothills Equipment to any computer outside of your Premises;
  5. interfere with computer networking or telecommunications service to any user, host or network, including, without limitation, denial of service attacks, flooding of a network, overloading a service, improper seizing and abusing operator privileges, and attempts to “crash” a host; and
  6. accessing and using the Broadband Service with anything other than a dynamic Internet Protocol (“IP”) address that adheres to the dynamic host configuration protocol (“DHCP”). You may not configure the Broadband Service or any related equipment to access or use a static IP address or use any protocol other than DHCP unless you are subject to a Broadband Service plan that expressly permits you to do so.

B. Conduct and Information Restrictions

No user of the Broadband Service, Customer Equipment, or Foothills’ Equipment may, individually or in combination with another:

  1. avoid incurring charges for or otherwise being required to pay for usage of the Broadband Service;
  2. invade another person’s privacy, stalk, harass, or otherwise violate the rights of other persons;
  3. undertake or accomplish any unlawful purpose. This includes, but is not limited to, posting, storing, transmitting or disseminating information, data or material which is libelous, obscene, unlawful, threatening or defamatory, or which infringes the intellectual property rights of any person or entity, or which in any way constitutes or encourages conduct that would constitute a criminal offense, or otherwise violate any local, state, federal, or non-U.S. law, order, or regulation;
  4. post, store, send, transmit, or disseminate any information or material which a reasonable person could deem to be unlawful;
  5. upload, post, publish, transmit, reproduce, create derivative works of, or distribute in any way information, software or other material obtained through the Broadband Service or otherwise that is protected by copyright or other proprietary right, without obtaining any required permission of the owner;
  6. collect, or attempt to collect, personal information about third parties without their consent;
  7. transmit unsolicited bulk or commercial messages commonly known as “spam;”
  8. send voluminous copies of the same or substantially similar messages, empty messages, or messages which contain no substantive content, or send very large messages or files that disrupts a server, account, blog, newsgroup, chat, or similar service;
  9. initiate, perpetuate, or in any way participate in any pyramid or other illegal scheme;
  10. participate in the collection of voluminous amounts of e-mail addresses, screen names, or other identifiers of others (without their prior consent), a practice sometimes known as spidering or harvesting, or participate in the use of software (including “spyware”) designed to facilitate this activity;
  11. collect responses from unsolicited bulk messages;
  12. falsify, alter, or remove message headers;
  13. falsify references to Foothills or its network, by name or other identifier, in messages;
  14. impersonate any person or entity, engage in sender address falsification, forge anyone else’s digital or manual signature, or perform any other similar fraudulent activity (for example, “phishing”);
  15. violate the rules, regulations, terms of service, or policies applicable to any network, server, computer database, service, application, system, or Web site that you access or use.

C. Technical Restrictions

No user of the Broadband Service, Customer Equipment, or the Foothills Equipment may, individually or in combination with another:

  1. use the Internet service or facilities for web-hosting, e-mail hosting, or other unusually high-bandwidth consumption unless you have made special subscription arrangements with Foothills and the usage does not otherwise violate law or regulation;
  2. access any other person’s computer or computer system, network, software, or data without his or her knowledge and consent; breach the security of another user or system; or attempt to circumvent the user authentication or security of any host, network, or account. This includes, but is not limited to, accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other hosts, networks, or accounts without express permission to do so;
  3. use or distribute tools or devices designed or used for compromising security or whose use is otherwise unauthorized, such as password guessing programs, decoders, password gatherers, keystroke loggers, analyzers, cracking tools, packet sniffers, encryption circumvention devices, or Trojan Horse programs. Unauthorized port scanning is strictly prohibited;
  4. copy, distribute, or sublicense any proprietary software provided in connection with the Broadband Service by Foothills or any third party, except that you may make one copy of each software program for back-up purposes only;
  5. distribute programs that make unauthorized changes to software (cracks);
  6. use or run dedicated, stand-alone equipment or servers from the Premises that provide network content or any other services to anyone outside of your Premises local area network (“Premises LAN”), also commonly referred to as public services or servers. Examples of prohibited equipment and servers include, but are not limited to, e-mail, Web hosting, file sharing, and proxy services and servers;
  7. use or run programs from the Premises that provide network content or any other services to anyone outside of your Premises LAN, except for personal and non-commercial residential use;
  8. service, alter, modify, or tamper with Foothills Equipment or Broadband Service or permit any other person to do the same who is not authorized by Foothills.

II. Customer Conduct and Features of the Broadband Service

A. Customer Obligations

In addition to being responsible for your own compliance with this AUP, you are also responsible for any use or misuse of the Broadband Service that violates this AUP, even if it was committed by a friend, family member, or guest with access to your Broadband Service account. Therefore, you must take steps to ensure that others do not use your account to gain unauthorized access to the Broadband Service by, for example, strictly maintaining the confidentiality of your Broadband Service login and password. In all cases, you are solely responsible for the security of any device you choose to connect to the Broadband Service, including any data stored or shared on that device. It is also your responsibility to secure the Customer Equipment and any other Premises equipment or programs not provided by Foothills that connect to the Broadband Service from external threats such as viruses, spam, bot nets, and other methods of intrusion.

B. Foothills’ Rights

Foothills reserves the right to refuse to transmit or post, and to remove or block, any information or materials, in whole or in part, that it, in its sole discretion, deems to be in violation of Sections I or II of this AUP, or otherwise harmful to Foothills’ network or customers using the Broadband Service, regardless of whether this material or its dissemination is lawful so long as it violates this AUP. Neither Foothills nor any of its affiliates, suppliers, or agents have any obligation to monitor transmissions or postings (including, but not limited to, e-mail, file transfer, blog, newsgroup, and instant message transmissions) made on the Broadband Service. However, Foothills and its affiliates, suppliers, and agents have the right to monitor these transmissions and postings from time to time for violations of this AUP and to disclose, block, or remove them in accordance with this AUP, the Subscriber Agreement, and applicable law.

C. Service Restrictions

All of Foothills’ network and system services are provided according to scheduled fees for each type of service. You agree to use such services in accordance with the terms set forth below. 1. Email and Web-Hosting Services (i) Unsolicited Email Prohibited – You may not use Foothills-hosted email addresses for the purpose of sending unsolicited email. You may not use or cause to be used Foothills’ equipment, network connectivity, or other resources to originate, deliver, relay or otherwise transmit unsolicited email messages. You may not engage in any of the foregoing prohibited activities by using the service of any other provider, third-party agent, re-mailing service or address forwarding service, in such a way that Foothills’ network addresses or Foothills-hosted web or email services are in any way identified as being associated with the sending of unsolicited email. (ii) Unauthorized use, or forging, of mail header information (e.g. “spoofing”) is prohibited. (iii) Fraudulent Activity Prohibited – You may not use the Foothills email and web-hosting services to make fraudulent offers to sell or buy products, items, services, or to advance any type of financial scam such as “pyramid schemes”, “Ponzi schemes”, or “chain letters.” You may not use techniques to hide or obscure the source of any e-mail or other communications. (iv) Foothills reserves the right to suspend or delay delivery of email to Customer utilizing Foothills email services and/or the virtual domain email if the volume of email being redirected, stored, or delivered on the Customer’s behalf is deemed excessive. Excessive traffic is defined as any amount of email that consumes more than 10MB of disk storage space per individual mailbox or any volume of email traffic that noticeably degrades performance on the server in question, in the sole discretion of Foothills. Stored mail exceeding these limits may be transferred to a compressed file at Foothills’ discretion.

Foothills will attempt to notify the account holder via the account contact information on record; however, Foothills reserves the right to delete the contents of such email boxes upon thirty (30) days after attempted notification. The Broadband Service may not be used to communicate or distribute e-mail or other forms of communications in violation of Section I of this AUP. As described below in Section III of this AUP. Foothills uses reasonable network management tools and techniques to protect customers from receiving spam and from sending spam (often without their knowledge over an infected computer). Foothills is not responsible for deleting or forwarding any e-mail sent to the wrong e-mail address by you or by someone else trying to send e-mail to you. Foothills is also not responsible for forwarding e-mail sent to any account that has been suspended or terminated. This e-mail will be returned to the sender, ignored, deleted, or stored temporarily at Foothills’ sole discretion.

In the event that Foothills believes in its sole discretion that any subscriber name, account name, or e-mail address (collectively, an “identifier”) on the Broadband Service may be used for, or is being used for, any misleading, fraudulent, or other improper or illegal purpose,Foothills (i) reserves the right to block access to and prevent the use of any of these identifiers and (ii) may at any time require any customer to change his or her identifier. In addition, Foothills may at any time reserve any identifiers on the Broadband Service forFoothills’ own purposes. In the event that a Broadband Service account is terminated for any reason, all e-mail associated with that account (and any secondary accounts) will be permanently deleted as well. 2. Instant, Video, and Audio Messages Each user is responsible for the contents of his or her instant, video, and audio messages and the consequences of any of these messages. Foothills assumes no responsibility for the timeliness, misdelivery, deletion, or failure to store these messages. In the event that a Broadband Service account is terminated for any reason, all instant, video, and audio messages associated with that account (and any secondary accounts) will be permanently deleted as well. 3. Personal Web Pages and File Storage As part of the Broadband Service, Foothills provides access to personal Web pages and storage space through the Personal Web Pages and Online Storage features (collectively, the “Personal Web Features”). You are solely responsible for any information that you or others publish or store on the Personal Web Features. You are also responsible for ensuring that all content made available through the Personal Web Features is appropriate for those who may have access to it. For example, you must take appropriate precautions to prevent minors from receiving or accessing inappropriate content. Foothills reserves the right to remove, block, or refuse to post or store any information or materials, in whole or in part, that it, in its sole discretion, deems to be in violation of Section I of this AUP. For purposes of this AUP, “material” refers to all forms of communications including text, graphics (including photographs, illustrations, images, drawings, logos), executable programs and scripts, video recordings, and audio recordings.

Foothills may remove or block content contained on your Personal Web Features and terminate your Personal Web Features and/or your use of the Broadband Service if we determine that you have violated the terms of this AUP. III. Network Management and Limitations on Data Consumption Foothills manages its network with the goal of delivering a fast, safe and uncompromised broadband Internet experience to all of its customers. But, high-speed bandwidth and network resources are not unlimited. Managing the network is essential for the promotion of best possible Broadband Internet experience by all of Foothills’ customers.

The company uses reasonable network management practices that are consistent with industry standards. Foothills tries to use tools and technologies that are minimally intrusive and, in its independent judgment guided by industry experience, among the best in class. Of course, the company’s network management practices will change and evolve along with the uses of the Internet and the challenges and threats on the Internet. All broadband Internet service providers manage their networks. Many of them use the same or similar tools thatFoothills does. If the company didn’t manage its network, its customers would be subject to the negative effects of spam, viruses, security attacks, network congestion, and other risks and degradations of service. By engaging in responsible network management including enforcement of this AUP, Foothills can deliver the best possible broadband Internet experience to all of its customers. Visit Foothills’ website at https://www.foothills.net for more information.

III. Network Management

Foothills uses various tools and techniques to manage its network, deliver the Broadband Service, and ensure compliance with this AUP and the Subscriber Agreement. These tools and techniques are dynamic, like the network and its usage, and can and do change frequently. Foothills’ network management practices may include (i) identifying spam and preventing its delivery to customer e-mail accounts, (ii) detecting malicious Internet traffic and preventing the distribution of viruses or other harmful code or content, (iii) temporarily lowering the priority of traffic for users who are the top contributors to current network congestion, and (iv) using other tools and techniques that Foothills may be required to implement in order to meet its goal of delivering the best possible broadband Internet experience to all of its customers.

A. Network Usage and Data Consumption Restrictions

You acknowledge that all of the Foothills Internet services are intended for periodic, active use of email, user newsgroups, transfers via FTP, Internet chat, Internet games, and browsing of the Internet. You must comply with all current bandwidth, data storage, and other limitations on Foothills’ Internet Services established by Foothills and Foothills suppliers. You agree not to intentionally use Foothills’ Internet Services on a standby or inactive basis in order to maintain a connection. The excessive use or abuse of Foothills’ network resources by one Customer may have a negative impact on all other Customers. Accordingly, you may not use Foothills’ Internet Service or take any action, directly or indirectly, that will result in excessive consumption or utilization of the system or network resources, or which may weaken network performance, as determined by Foothills’ sole discretion.

Such prohibited actions include, but are not limited to: using Foothills’ Internet Service to host a web server site which attracts excessive traffic at your location, continuously uploading or downloading streaming video or audio, use net hosting, continuous FTP uploading or downloading, or acting in a manner that negatively effects other users’ ability to engage in real time exchanges and use of Foothills’ Internet Service. The broadband service is for personal and non-commercial residential use only. Therefore, Foothills reserves the right to suspend or terminate broadband service accounts where data consumption is not characteristic of a typical residential user of the broadband service as determined by Foothills in its sole discretion. Common activities that may cause excessive data consumption in violation of this AUP include, but are not limited to, numerous or continuous bulk transfers of files and other high capacity traffic using (i) file transfer protocol (“FTP”), and (ii) newsgroups. You must also ensure that your use of the Broadband Service does not restrict, inhibit, interfere with, or degrade any other person’s use of the Broadband Service, nor represent (as determined by Foothills in its sole discretion) an overly large burden on the network. In addition, you must ensure that your use of the Broadband Service does not limit or interfere with Foothills’ ability to deliver and monitor the broadband service or any part of its network. If you use the broadband service in violation of the restrictions referenced above, that is a violation of this AUP. In these cases, Foothills may, in its sole discretion, suspend or terminate your broadband service account or request that you subscribe to a version of broadband service (such as a commercial grade Internet service, if appropriate) if you wish to continue to use the broadband service at higher data consumption levels.

Foothills may also provide versions of the Broadband Service with different speed and data consumption limitations, among other characteristics, subject to applicable broadband service plans. Foothills’ determination of the data consumption for broadband service accounts is final.

IV. Violation of AUP

Foothills reserves the right to immediately suspend or terminate your broadband service account and terminate the Subscriber Agreement if you violate the terms of this AUP or the Subscriber Agreement. Foothills does not routinely monitor the activity of individual broadband service accounts for violations of this AUP, except for determining aggregate data consumption in connection with the data consumption provisions of this AUP. However, in the company’s efforts to promote good citizenship within the Internet community, it will respond appropriately if it becomes aware of inappropriate use of the broadband service. Foothills has no obligation to monitor the broadband service and/or the network. However, Foothills and its suppliers reserve the right at any time to monitor bandwidth, usage, transmissions, and content in order to, among other things, operate the broadband service; identify violations of this AUP; and/or protect the network, the broadband service and Foothills users. Foothills prefers to inform customers of inappropriate activities and give them a reasonable period of time in which to take corrective action. Foothills also prefers to have customers directly resolve any disputes or disagreements they may have with others, whether customers or not, without Foothills’ intervention.

However, if the broadband service is used in a way that Foothills or its suppliers, in their sole discretion, believe violates this AUP, Foothills or its suppliers may take any responsive actions they deem appropriate under the circumstances with or without notice. These actions include, but are not limited to, temporary or permanent removal of content, cancellation of newsgroup posts, filtering of Internet transmissions, and the immediate suspension or termination of all or any portion of the broadband service (including but not limited to newsgroups). Neither Foothills nor its affiliates, suppliers, nor agents will have any liability for any of these responsive actions. These actions are not Foothills’ exclusive remedies and Foothills may take any other legal or technical actions it deems appropriate with or without notice. Foothills reserves the right to investigate suspected violations of this AUP, including the gathering of information from the user or users involved and the complaining party, if any, and examination of material on Foothills’ servers and network. During an investigation, Foothills may suspend the account or accounts involved and/or remove or block material that potentially violates this AUP.

You expressly authorize and consent to Foothills and its suppliers cooperating with (i) law enforcement authorities in the investigation of suspected legal violations, and (ii) and system administrators at other Internet service providers or other network or computing facilities in order to enforce this AUP. Upon termination of your broadband service account, Foothills is authorized to delete any files, programs, data, e-mail and other messages associated with your account (and any secondary accounts). The failure of Foothills or its suppliers to enforce this AUP, for whatever reason, shall not be construed as a waiver of any right to do so at any time. You agree that if any portion of this AUP is held invalid or unenforceable, that portion will be construed consistent with applicable law as nearly as possible, and the remaining portions will remain in full force and effect. You agree to indemnify, defend and hold harmless Foothills and its affiliates, suppliers, and agents against all claims and expenses (including reasonable attorney fees) resulting from any violation of this AUP. Your indemnification will survive any termination of the Subscriber Agreement.

BYLAWS
of
Foothills Rural Telephone Cooperative Corporation, Inc.

ARTICLE I
MEMBERSHIP

SECTION 1.1. Eligibility. Any person, firm, association, limited liability company, corporation, body politic or other legally organized entity is eligible to become a member of Foothills Rural Telephone Cooperative Corporation, Inc. (hereinafter called the “Cooperative”) upon receipt of telecommunications and information services (hereinafter referred to simply as “services”) from the Cooperative at a premise within its established area and the execution of a membership application in the form prescribed by the Board of Trustees (hereinafter the “Board”).

(1)        Such application shall include an agreement:

(a)        to purchase service from the Cooperative as an end user of such services, in accordance with the rates, terms and conditions specified by the Cooperative; and

(b)        to comply with, and be bound by, the Articles of Incorporation and Bylaws of the Cooperative and any rules and regulations adopted by the Board; and

(c)        to pay any membership fee established by the Board.

(2)        Purchasers of the Cooperative’s services at wholesale, or otherwise for resale shall not be eligible for membership or patronage credits with respect to such wholesale services.

(3)        Upon acceptance of the application by the Board, membership shall become effective upon the date of commencement of service. Membership eligibility terminates upon disconnection of service; however, the Board may provide for suspension of service during periods of temporary absence of a member.

Each member shall be assigned a member number and the status of all memberships shall be as reflected upon the books of the Cooperative. A membership certificate may be issued at the discretion of the Board.

SECTION 1.2. Definition and Classifications.

(1)        Effective March 1, 1999, the Cooperative membership shall be comprised of two distinct classes in recognition of the differences of contribution by each respective membership class.

(a)        Class A members shall be all members who procure the Cooperative’s central office dial tone and reside in the Cooperative’s designated service area. Class A members shall have all voting rights and privileges. Class A members shall be eligible, if qualified, to serve as a Trustee of the Cooperative.

(b)        Class B members shall be all members who receive telecommunication services but do not procure the Cooperative’s Central office dial tone. Class B members may or may not reside in the Cooperative’s designated service area. Class B members shall not be entitled to vote and shall not be eligible to serve as a Trustee of the Cooperative. Effective March 1, 1999, Class B members may be eligible for capital credit allocation in a form and manner prescribed by the Board in its sole discretion.

(2)        The Board will determine under rules of general application the types and amounts of revenue streams for the types and amount of patronage that give rise to the privileges and obligations of membership.

(3)        Exchange and interexchange carriers who participate with the Cooperative in the provision of telecommunications services to members are neither members nor patrons by virtue of division of revenue contracts.

(4)        Each time sharing or interval ownership premise is considered as a single corporate member. The owner of seasonal, recreational and short-interval rental properties will be deemed to hold the membership.

(5)        No member may hold more than one membership of each class in the                                 Cooperative. No membership in the Cooperative shall be transferable.

All memberships in the Cooperative are extended only to individual persons (natural or corporate) who meet the requirements of 1.1. Memberships formerly issued to husbands and wives, previously referred to as joint memberships, will be allowed to continue. However, no new joint memberships will be established. Thus, the term “member” as used in these Bylaws shall refer to an individual but can, on a grandfathered basis, be deemed to include a husband and wife still holding a joint membership and any provisions relating to the rights and liabilities of member shall apply equally with respect to the holders of a joint membership. Without limiting the generality of the foregoing, the effect of the hereinafter specified actions by or in respect of the holders of a joint membership shall be as follows:

(1)        The presence at a meeting of either or both shall be regarded as the presence of one member and shall constitute a joint waiver of notice of the meeting;

(2)        The vote of either separately or both jointly shall constitute one joint vote;

(3)        A waiver of notice signed by either or both shall constitute a joint waiver;

(4)        Notice to either shall constitute notice to both;

(5)        Expulsion of either shall terminate the joint membership;

(6)        Withdrawal of either shall terminate the joint membership;

(7)        Either, but not both, may be elected or appointed as an officer or board member if individually qualified;

(8)        Upon the death of either spouse who is a party to the joint membership, such membership shall be converted to an individual membership. However, the estate of the deceased shall not be released from any debts due the cooperative.

SECTION 1.3. Membership Fees. The Board, at its discretion, may determine to require a membership fee which shall be uniform for each class of membership.

SECTION 1.4. Purchase of Services. Each person who applies for service shall, as soon as service is available, take service from the Cooperative. The member shall pay therefor monthly at rates in accordance with either established tariffs as fixed by the Board, or, for the services rendered by other carriers, at the rates which the Cooperative is obliged to bill and collect by contractual arrangements with other carriers. It is expressly understood that amounts received by the Cooperative for all services in excess of cost are furnished by members from the moment of receipt as capital, and each member shall be credited with the capital so furnished as provided in these Bylaws. However, the Cooperative is not obligated to furnish such credits for services which are not billed and collected by the Cooperative, or other reliable patronage date cannot be reasonably acquired even when such services are partially rendered over the facilities of the Cooperative. Each member shall pay the above amounts owed by him to the Cooperative as and when the same shall become due and payable.

SECTION 1.5. Termination of Membership.

(a)        Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board may prescribe. The Board may, by the affirmative vote of not less than 2/3 of all the members of the Board, expel any member who fails to comply with any of the provisions of the Articles of Incorporation, Bylaws, or rules and regulations adopted by the Board, but only if such member shall have been given notice by the Cooperative that such failure makes him liable to expulsion and such failure shall have continued for at least ten days after such notice was given. Any expelled member may be reinstated by vote of the Board or by vote of the members at any annual or special meeting.

(b)        Upon the withdrawal, death, cessation of service or expulsion of a member, the membership of such member shall thereupon terminate and will be so recorded on the books of the Cooperative. Termination of membership in any manner shall not release a member or his estate from any debts due the Cooperative nor do unpaid bills release a member from his obligations under these bylaws or rules and regulations approved by the Board.

(c)        In case of withdrawal or termination of membership in any manner, the Cooperative shall repay to the member the amount of any membership fee credited to the member’s account, provided, however, that the Cooperative shall deduct from the amount of the membership fee, the amount of any debts or obligations owed by the member to the Cooperative.

ARTICLE II
RIGHTS AND LIABILITIES OF THE
COOPERATIVE AND THE MEMBERS

SECTION 2.1. Service Obligations.

(a)        The Cooperative will use reasonable diligence to furnish adequate and dependable services, but it cannot and does not guarantee uninterrupted services nor will it always be able to provide every service desired by each individual member.

(b)        The members pledge to purchase all services from the Cooperative to the extent that its services are able to meet the members needs and are competitively priced.

SECTION 2.2. Cooperation of the Members in the Extension of Services. The cooperation of members of the Cooperative is imperative to the successful, efficient and economical operation of the Cooperative. Members who are receiving or who are requesting service shall be deemed to have consented to the reasonable use of their real property to construct, operate, maintain, replace or enlarge telephone and/or communications lines, overhead or underground, including all conduit, cables, wires, surface testing terminals, markers and other appurtenances under, through, across, and upon any real property or interest therein owned or leased or controlled by said member for the furnishing of telephone or communication service to said member, or any other member, at no cost to the Cooperative. When requested by the Cooperative, the member does agree to execute any easement or right-of-way contract on a form to be furnished by the Cooperative.

SECTION 2.3. Nonliability for Debts of The Cooperative. The private property of the members shall be exempt from execution or other liability for the debts of the Cooperative and no member shall be liable or responsible for any debt or liabilities of the Cooperative.

SECTION 2.4. Property Interest of Members. Upon dissolution, or sale of the assets of the Cooperative, after:

(1)        All debts and liabilities of the Cooperative shall have been paid;

(2)        All capital furnished through patronage shall be retired as provided in these Bylaws; and

(3)        All membership fees shall have been repaid, the remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate patronage of each member and former member bears to the total patronage of all such members and such former members on the date of dissolution or sale, unless otherwise provided by law.

ARTICLE III
MEETINGS OF MEMBERS

SECTION 3.1. Annual Meetings. The annual meeting of the members shall be held at a date and place within the State as selected by the Board and which shall be designated in the Notice of the Meeting for the purpose of electing Board members, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the Board to make adequate plans and preparations for the annual meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative nor affect the validity of any corporate action.

SECTION 3.2. Special Meetings. Special meetings of the members may be called by resolution of the Board, or upon a written request signed by any three (3) Board members, by the president, or by not less than two hundred (200) members or by five percent (5%) of all the members, whichever shall be the lesser, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within one of the countries served by the Cooperative as designated by the Board and shall be specified in the Notice of the special meeting.

SECTION 3.3. Notice of Members’ Meetings. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not later than the last billing date nor more than forty-five (45) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. Mail, addressed to the member at the address appearing on the records of the Cooperative, with postage thereon prepaid. The incidental or unintended failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.

SECTION 3.4. Postponement of a Meeting of the Members. In the event of inclement weather or the occurrence of a catastrophic event, the meeting of the members may be postponed by the President. Notice of the adjourned meeting shall be given by the President in any media or general circulation or broadcast serving the area.

SECTION 3.5. Quorum. Business may not be transacted at any meeting of the members unless, there are present in person at least fifty (50) members or five percent (5%) of the then total members of the Cooperative, whichever is greater, except that, if less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting to another time and date. At all meetings of the members, whether a quorum be present or not, the Secretary shall affix to the meeting minutes, or incorporate therein by reference, a list of those members who were registered as present in person.

SECTION 3.6. Credentials And Election Committee. The Board of Trustees shall, at least ten (10) days before any meeting of the members, appoint a credentials and election committee consisting of an uneven number of Cooperative members – not less than five (5), nor more than fifteen (15) who are not existing Cooperative employees, agents, officers, trustees or known candidates for trustee, and who are not close relatives (as hereinafter defined) or members of the same household thereof. In appointing the Committee, the Board shall have regard for the equitable representation of the geographic areas served by the Cooperative. The Committee may elect its own Chairman and Secretary prior to the member meeting. It shall be the responsibility of the Committee to establish or approve the manner of conducting member registration and any ballot or other voting, to pass upon all questions that may arise with respect to the registration of members in person, to count all ballots or other votes cast in any election or in any other matter, to rule upon the effect of any ballots or other vote irregularity or indecisively marked or cast, to rule upon all other questions that may arise relating to member voting and the election of Trustees (including, but not limited to the validity of petitions of nomination or the qualification of candidates and the regularity of the nomination and election of Trustees), and to pass upon any protest or objection filed with respect to any election or to conduct affecting the results of any election. In the exercise of its responsibility, the Committee shall have available to it the advice of counsel provided by the Cooperative. In the event a protest or an objection is filed concerning any election, such protest or objection must be filed during, or within three (3) business days following the adjournment of, the meeting in which the voting is conducted. The Committee shall thereupon be reconvened, upon notice from its Chairman, not less than seven (7) days after such protest or objection is filed. The Committee shall hear such evidence as presented by the protester(s) or objector(s), who may be heard in person, by counsel, or both, and any opposing evidence; and the Committee, by a vote of a majority of those present and voting, shall, within a reasonable time, but not later than thirty (30) days after such hearing, render its decision, the result of which may be to affirm the election, to change the outcome thereof, or to set it aside. The Committee may not affirmatively act on any matter unless the majority of the Committee is present. The Committee’s decision (as reflected by a majority of those actually present and voting) on all matters covered by this section shall be final.

SECTION 3.7. Voting. Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person except as otherwise provided by law, the articles of incorporation, or these Bylaws.

SECTION 3.8. Order of Business. The order of business at the annual meeting of the members and, so far as possible at all other meetings of the members, shall be conducted under policies established by the Board and under an agenda essentially as follows, except as otherwise determined by the members at such meeting:

(1)        Report on the number of members present in person in order to determine the existence of a quorum.

(2)        Reading of the Notice of the Meeting and proof of the timely publication or mailing thereof, or the waiver or waivers of Notice of Meeting, as the case may be.

(3)        Reading of unapproved minutes of last annual meeting of the members and the taking of necessary action thereon. The President may entertain a motion from the floor to dispense with the reading of such minutes.

(4)        Audit report of outside auditors, or, a summary thereof.

(5)        Election of Board members.

(6)        Presentation and consideration of reports of Officers, Trustees, and Committees.

(7)        Unfinished business.

(8)        New business.

(9)        Adjournment.

Notwithstanding the foregoing, the Board or the members themselves may, from time to time, establish a different order of business for the purpose of assuring the earlier consideration of an action upon any item of business the transaction of which is necessary or desirable in advance of any other item of business; provided, that no business other than adjournment of the meeting to another time and place may be transacted until and unless the existence of a quorum is first established.

ARTICLE IV
BOARD MEMBERS

SECTION 4.1. General Powers. The business and affairs of the Cooperative shall be managed by a Board of five member Trustees which shall exercise all of the powers of the Cooperative except such as are by laws, the Articles of Incorporation, or these Bylaws conferred upon or reserved to the members.

SECTION 4.2. Election Process and Tenure of Office. Trustees shall be elected by a secret ballot at each annual meeting when there is competition for the Board seat(s) to be filled. They shall be elected by and from the members to serve a three (3) year term, or until their successors shall have been elected and shall have qualified, and that the terms of the Trustees shall be staggered to ensure continuity.

Trustees shall be nominated and elected as provided hereinafter. The Cooperative is divided into three (3) geographic service areas and from geographic area #1, one (1) Trustee shall be elected to the Board, and from each geographic area #2 and #3, two (2) Trustees shall be elected to the Board. Members shall be eligible to vote for every Trustee. The geographic service areas are set forth as follows:

Geographic Area #1 — Magoffin County

Geographic Area #2 — Johnson County

Geographic Area #3 — Lawrence County

SECTION 4.3. Qualifications to be Nominated, to Become, or Remain a Trustee. Any eligible member may be nominated, elected and remain a Trustee of the Cooperative who:

(1)        Resides in the geographic area from which he or she is elected, and has resided there for more than two hundred and forty (240) days during the last twelve (12) month period. However, residency is not a requirement for members who are not natural persons.

(2)        Is NOT an employee of the Cooperative or in any way financially interested in a competing enterprise or a business engaged in selling communication services or communications supplies or maintaining communications facilities. However, the Board may grant exceptions for “deminimus” competing enterprise.

(3)        Is NOT closely related to an incumbent Trustee or an employee of the Cooperative. As used here, “closely related” means a person who is related to the principal person who is either a spouse, child, grandparent, parent, brother, sister, aunt, uncle, nephew or niece, by blood or in law, of the principal. However, no incumbent Trustee shall lose eligibility to remain a Trustee or to be reelected as a Trustee if he becomes a close relative of another incumbent Trustee or of a Cooperative employee because of a marriage to which he was not a party; neither shall an employee lose eligibility to continue in the employment of the Cooperative if he or she becomes a close relative to a Trustee who does not live in the household of the Trustee to which he or she was not a party. To remain a Trustee, the incumbent must attend two-thirds (2/3) or more of the regular meetings during each twelve (12) month period beginning with the month of his/her election. Upon establishment of the fact that a Trustee or nominee is in violation of any of the provisions of this Section, that office or nomination shall be deemed vacant. Nothing in this section shall affect in any manner whatsoever, the validity of any action taken at any meetings of the Board.

The Cooperative shall adopt a written policy which will govern the application in practice of this by-law section to assure no employee will suffer unjust or unreasonable discrimination because of marital status.

SECTION 4.4. Nominations. It shall be the duty of the Board to appoint, not less than forty (40) days nor more than ninety (90) days before the date of a meeting of the members at which Board members are to be elected, a committee on nominations consisting of five (5) members who shall be selected from different geographic areas so as to ensure equitable representation. At least one (1) member of the Committee shall be selected from each geographic area where a Trustee is to be elected. No member of the Board, close relative of a Board member or employee may serve on such committee. The Committee, keeping in mind the principle of equitable representation, shall prepare and post at the principle office of the Cooperative at least ten (10) days before the meeting, a list of nominations for Board members which shall include as many nominees for each Board position as the Committee deems desirable. The Secretary shall be responsible for mailing with a Notice of the Meeting, or separately, but at least ten (10) days before the date of the meeting, a statement of the number of Board members to be elected and the names and addresses of the candidates nominated by the Committee on nominations. “Any ten percent (10%) or more members acting together may make other nominations by petition and the Secretary shall post such nominations at the same place where the list of nominations made by the Committee is posted.” Nominations made by petition, if any, received at least ten (10) days before the meeting shall be included on the official ballot. Such ballot shall arrange the names of the candidates by geographic areas and shall also designate the candidates nominated by the Committee and those nominated by petition. Later nominations by petition shall be treated as nominations from the floor. The Chairman shall call for additional nominations from the floor and nominations shall not be closed until at least one (1) minute has passed during which no additional nomination has been made. No member may nominate more than one candidate.

SECTION 4.5. Election of Trustees. Contested elections of Trustees shall be by a form of printed ballot. The ballot shall list the names of the candidates nominated by the Committee and by petition with such names arranged by geographic area. Any member desiring to vote for a candidate nominated from the floor at the meeting shall write in the name of such candidate beneath the names of the candidates nominated by the Committee on nominations and by petition of the particular geographic area which such candidate would represent if elected.

Each member of the Cooperative present in person at the meeting shall be entitled to vote for one (1) or two (2) candidate(s) from each geographic area from which a Trustee is to be elected or on any issue before the meeting. The candidate or candidates from each geographic area from which a Trustee is to be elected receiving a plurality of votes cast for that office at such meeting shall be declared elected as a Trustee. Failure of an election for a given year shall allow the incumbent Trustee whose trusteeships would have been voted on to hold over only until the next member meeting at which a quorum is present.

SECTION 4.6. Removal of Board Member by Members and Resignations. Any member may bring charges, relating to the duties and responsibilities of his position, against a Board member and, by filing with the Secretary such charges in writing together with a petition signed by at least ten (10) percent of the members, or two hundred (200), whichever is the lesser, may request the removal of such Board member by reason thereof. Such Board member shall be informed in writing of the charges at least ten (10) days prior to the meeting of the members at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel to present evidence in respect to the charges; and the person or persons bringing the charges against him/her shall have the same opportunity. The question of the removal of such Board member shall be considered and voted upon at the meeting of the members. No trustee shall be removed from office unless by a vote of two-thirds (2/3) of the members present. Any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.

A Trustee may resign at any time by written notice delivered to the Board of Trustees, the President or Secretary of the Cooperative. A resignation is effective when the notice is delivered unless the notice specified a future date. The pending vacancy may be filled before the effective date but the successor shall not take office until the effective date.

SECTION 4.7. Vacancies. Subject to the provisions of these Bylaws with respect to the filling of vacancies caused by the removal of Board members by the members, a vacancy occurring in the Board shall be filled by the affirmative vote of a majority of the remaining Board members for the unexpired portion of the term, provided, however, that in the event the vacancy is not filled by the Board within sixty (60) days after the vacancy occurs, the members shall have the right to fill such vacancy at a meeting of the members without compliance with the foregoing provisions in respect to nominations. However, any successor, whether chosen by the Board or the members, must reside in the same geographic area as the vacant Trustee and have the same qualifications for office as set forth in Section 4.3.

SECTION 4.8. Compensation. Board members shall, as determined by resolution of the Board, receive a fixed sum for each day or portion thereof spent on Cooperative business, such as attendance at meetings, conferences, and training programs or performing committee assignments when authorized by the Board. If authorized by the Board, Board members may also be reimbursed for expenses actually and necessarily incurred in carrying out such Cooperative business or granted a reasonable per diem allowance by the Board in lieu of detailed accounting for some of these expenses. Board members, who elect to participate, may be extended various forms of liability and accident insurance as well as participation in benefits provided to employees except for benefits based on salary. No Board member shall receive compensation for serving the Cooperative in any other capacity, nor shall any close relative of a Board member receive compensation for serving the Cooperative, unless the payment and amount of compensation shall be specifically authorized by a vote of the members of the service by the Board member or his close relative shall have been certified by the Board as an emergency measure. For purpose of this section, close relative includes grandparents, parents, husband, wife, children, grandchildren, brothers, sisters, aunts, uncles, nephews and nieces, by blood, by marriage or by adoption, and spouses of any of the foregoing.

This by-law provision shall not apply to an employee who marries a close relative of a Trustee who does not live in the household of the Trustee.

The Cooperative shall adopt a written policy which will govern the application in practice of this by-law section to assure no employee will suffer unjust or unreasonable discrimination because of marital status.

SECTION 4.9. Rules, Regulations, Rate Schedules and Contracts. The Board of Trustees shall have power to make, adopt, amend, abolish, and promulgate such rules, regulations, rate classifications, rate schedules, contracts, security deposits and any other types of deposits, payments or charges, including contributions in aid of construction, not inconsistent with law or the Certificate of Incorporation or Bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Cooperative or, cause such to be submitted for any appropriate governmental regulatory approval. Further, the Board of Trustees may constitute itself into committees for the purpose of studying and making recommendations to the full Board in the course of its decisional processes.

SECTION 4.10. Accounting Systems and Reports. The Board of Trustees shall cause to be established and maintained a complete accounting system of the Cooperative’s financial operations and condition, and shall, after the close of each fiscal year, cause to be made a full, complete and independent audit of the Cooperative’s accounts, books and records reflecting financial operations during, and financial condition as of the end of, such year. A full and accurate summary of such audit reports shall be submitted to the members at or prior to the succeeding annual meeting of the members. The Board may authorize special audits, complete or partial, at any time and for any specified period of time.

ARTICLE V
MEETINGS OF THE BOARD

SECTION 5.1. Regular Meetings. A regular meeting of the Board shall be held without notice, immediately after, and at the same place as, the annual meeting of the members. A regular meeting of the Board shall also be held monthly at such time and place as designated by the Board. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof. A minimum of at least ten (10) regular meetings shall be held each year. Unless specifically prohibited by law, meetings, regular or special, may be conducted through the use of conference telephone or other communications equipment by means of which all persons participating in the meetings can communicate with each other. Such participation will constitute attendance and presence in person at the meeting of the persons so participating.

SECTION 5.2. Special Meetings. Special meetings of the Board may be called by the President or by any three (3) Board members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or Board members calling the meeting shall fix the time and place for the holding of the meeting.

SECTION 5.3. Notice of Board Meetings. Written notice of the time, place (or telecommunication conference event) and purpose of any special meeting of the Board shall be deemed to be delivered when deposited in the U.S. Mail, addressed to the Board member at his/her address as it appears on the records of the Cooperative, with first-class postage thereon prepaid, at least five (5) days before the date set for the meeting.

SECTION 5.4. Quorum. A majority of the Board shall constitute a quorum, provided, that if less than such majority of the Board is present at said meeting, a majority of the Board present may adjourn the meeting from time-to-time; and provided further, that the Secretary shall notify any absent Board members of the time and place of such adjourned meeting. The act of a majority of the Board members present and voting at which a quorum is present shall be the act of the Board, except as otherwise provided in these Bylaws or by the parliamentary procedure or special rules adopted by the Cooperative. Board members may not vote by proxy at regular or special Board meetings.

SECTION 5.5. Unanimous Consent in Writing. Unless otherwise prohibited by law, Board actions may be taken without a vote if unanimous consent of the Board is obtained in writing setting forth the action taken in detail and the document is signed by all Board members entitled to vote.

ARTICLE VI
OFFICERS

SECTION 6.1. Number and Titles. The officers of the Cooperative shall be a President, Vice President, Secretary, Treasurer, and such other officers as may be determined by the Board from time-to-time. The offices of Secretary and Treasurer may be held by the same person.

SECTION 6.2. Election and Term of Office. The officers shall be elected by ballot, if there is a contest, and if not, by voice vote or any other method designated by the person presiding. They shall be elected annually by and from the Board, at the meeting of the Board held immediately after the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the Board following the next succeeding annual meeting of the members, or until a successor shall have been elected and shall have qualified. Except as otherwise provided in these Bylaws, a vacancy in any office shall be filled by the Board for the unexpired portion of the term.

SECTION 6.3. Removal of Officers and Agents by the Board. Any officer or agent elected or appointed by the Board may be removed by the Board for cause related to position whenever in its judgment the best interest of the Cooperative will be served thereby. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten (10) days prior to the Board meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him/her shall have the same opportunity.

SECTION 6.4. President. The President shall:

(1)        Be the principal executive officer of the corporation and unless otherwise determined by the members of the Board, shall preside at all meetings of the members and the Board;

(2)        Sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, 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 the Cooperative, or shall be required by law to be otherwise signed or executed; and

(3)        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.

SECTION 6.5. Vice President. In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as from time-to-time may be assigned to him by the Board.

SECTION 6.6. Secretary. The Secretary shall be responsible for:

(1)        Keeping the minutes of the meetings of the members and of the Board in books prepared for that purpose;

(2)        Seeing that all notices are duly given in accordance with these Bylaws or as required by law;

(3)        The safekeeping of the corporate books and records and the Seal of the Cooperative and affixing the Seal of the Cooperative to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these Bylaws;

(4)        Keeping a register of the names and post office addresses of all members.

(5)        Keeping on file at all times a complete copy of the Articles of Incorporation and Bylaws of the Cooperative containing all amendments thereto and at the expense of the Cooperative, furnishing a copy of these Bylaws and of all amendments thereto to each member; and

(6)        In general performing all duties incident to the Office of Secretary and such other duties as from time-to-time may be assigned to him by the Board.

SECTION 6.7. Treasurer. The Treasurer shall be responsible for:

(1)        Custody of all funds and securities of the Cooperative;

(2)        The receipt of and the issuance of receipts for all monies due and payable to the Cooperative and for the deposit of all such monies in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these Bylaws; provided, however, that the Treasurer shall have authority, with the approval of the Board, to delegate to the General Manager the authority to appoint employees of the Cooperative to actually carry out the responsibilities set forth in this Section; and

(3)        The general performance of all the duties incident to the Office of Treasurer and such other duties as from time-to-time may be assigned to him by the Board; provided, however, with respect to the duties and responsibilities of the Treasurer, the Cooperative shall indemnify and hold the Treasurer harmless against any and all losses, claims and/or damages which may be asserted against the Treasurer, in his official capacity, unless such claim is a result of an act personally committed or omitted by the Treasurer resulting in loss to the Cooperative.

SECTION 6.8. General Manager. The Board shall appoint a General Manager, who may be, but who shall not be required to be, a member of the Cooperative. The General Manager shall perform such duties as the Board may from time-to-time require and shall have authority as the Board may from time-to-time vest in him.

SECTION 6.9. Bonds. The Board shall require the Treasurer and any other officer, agent or employee of the Cooperative charged with responsibility for the custody of any of its funds or property to give bond in such sum and with such surety as the Board shall determine. The Board in its discretion may also require any other officer, agent or employee of the Cooperative to give bond in such amount and with such surety as it shall determine. The costs of all such bonds shall be borne to the Cooperative.

SECTION 6.10. Compensation. The powers, duties and compensation of officers, agents and employees shall be fixed or approved by the Board, subject to the provisions of these Bylaws with respect to compensation for close relatives of Trustees.

SECTION 6.11. Reports. The officers of the Cooperative shall submit at each annual meeting of the members reports covering the business of the Cooperative for the previous fiscal year. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.

ARTICLE VII
INDEMNIFICATION OF OFFICERS, BOARD MEMBERS,
EMPLOYEES AND AGENTS

SECTION 7.1. Scope of Indemnification. The Cooperative shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by, or in the right of the Cooperative) by reason of the fact that such person is or was a Board member, officer, employee or agent of the Cooperative or who is or was serving at the request of the Cooperative as a Board member, officer, employee or agent of another cooperative, association, corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees) adjustments, fines and amount paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Cooperative, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon pleas of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the Cooperative, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct of such person was unlawful.

SECTION 7.2. Indemnification for Good Faith Action. The Cooperative shall indemnify any person who was or is a party, or is threatened to be made a party to, any threatened, pending or completed action or suit by, or in the right of, the Cooperative to procure a judgment in its favor by reason of the fact that such person is, or was, a Board member, officer, employee or agent of the Cooperative, or is, or was, serving at the request of the Cooperative as a Board member, officer, employee or agent of another cooperative, association, corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith, and in a manner such person reasonably believed to be in or not opposed to the best interests of the Cooperative.

No indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of the duty of such person to the Cooperative, unless, and only to the extent that the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, by in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity of such expenses as the court shall deem proper.

SECTION 7.3. Cost of Defense Indemnified. To the extent that a Board member, officer, employee or agent of the Cooperative has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 7.1 and 7.2, in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection therewith.

SECTION 7.4. Amount of Indemnification. Any indemnifications under Sections 7.1 and 7.2 (unless ordered by a court) shall be made by the Cooperative only as authorized in the specific case, upon a determination that indemnification of the Board member, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 7.1 and 7.2. Such determination shall be made:

(1)        By the Board by a majority vote of a quorum consisting of Board members who were not parties to such action, suit or proceedings; or

(2)        If such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Board members so directs, by independent legal counsel in a written opinion; or

(3)        By the members.

SECTION 7.5. Expenses Advanced. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Cooperative in advance of the final disposition of such action, suit or proceeding, as authorized by the Board in the specific case, upon receipt of a firm commitment by or on behalf of the Board member, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he/she is entitled to be indemnified by the Cooperative as authorized in this Article.

SECTION 7.6. Rights of Person Indemnified. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested Board members, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Board member, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7.7. Insurance Coverage. The Cooperative may purchase and maintain insurance on behalf of any person who is or was a Board member, officer, employee or agent of the Cooperative, or who is or was serving at the request of the Cooperative as a Board member, officer, employee or agent of another cooperative, association, corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of the status of each person as such, whether or not the Cooperative would have the power to indemnify such person against such liability under the provisions of this Article.

ARTICLE VIII
NON-PROFIT OPERATION

SECTION 8.1. Interest of Dividends on Capital Prohibited. The Cooperative shall at all times be operated on a cooperative non-profit basis for the mutual benefit of its patrons. No interest or dividends shall be paid or payable by the Cooperative on any capital furnished by its patrons.

SECTION 8.2. Patronage Capital in Connection with Furnishing Telecommunications and Information Services. In the furnishing of telecommunications and information services, the Cooperative’s operations shall be so conducted that all patrons will through their patronage furnish capital for the Cooperative. In order to induce patronage and to insure that the Cooperative will be operated on a non-profit basis, the Cooperative is obligated to account on a patronage basis to all its patrons for all amounts received and receivable from the furnishing of telecommunications and information services in excess of operating costs and expenses properly chargeable against the furnishing of such services. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons as capital. The Cooperative is obligated to pay by credits to a capital account for each patron all such amounts in excess of operating costs and expenses. The books and records of the Cooperative shall be set up and kept in such manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Cooperative shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his account; provided that individual notice of such amounts furnished by each patron shall not be required if the Cooperative notified all patrons of the aggregate amount of such excess and provides a clear explanation of how each patron may compute and determine for himself or herself the specific amounts of capital so credited to him or her. All such amounts credited to the capital account of any patron shall have the same status as though it has been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperation corresponding amounts for capital.

All other non-operating income received by the Cooperative from its operations in excess of costs and expenses shall, insofar as permitted by law, be:

(1)        Used to offset any losses incurred during the current or any prior fiscal year, and

(2)        To the extend not needed for that purpose, allocated to its patrons on a patronage basis and any amount so allocated shall be included as part of the capital to be allocated to the accounts of the various classes of patrons in an equitable manner as approved by the Board.

In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of members. If, at any time prior to dissolution or liquidation, the Board shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to patrons’ accounts may be retired in full or in part. Any such retirements of capital shall be at the discretion and direction of the Board as to timing, method and type of retirement.

Capital credited to the account of each patron shall be assignable only on the books of the Cooperative, pursuant to written instruction from the assignor and only to successors in interest or successors in occupancy in all or in a part of such patrons’ premises served by the Cooperative unless the Board, acting under policies of general application, and the legal representation of such patron’s estate shall agree upon; provided, however, that the financial condition of the Cooperative will not be impaired thereby.

When the capital credits of any patron no longer receiving service from the Cooperative comes to a total amount less than a fixed sum determined by the Board of Trustees, the same shall be retired in full with such retirements made only when and at the same time that a general retirement to other patrons is made. During a general capital credit retirement, no checks shall be issued for less than a fixed amount determined by the Board, and the amount of such unretired capital credits will be retired in the first following year when the total amount of capital credits qualifying for retirement exceeds that amount set by the Board, including the amount carried over. All tax refunds made by the United States Government or any of the states in connection with the final or true cost of service as determined by the capital credits allocation process may be held and used by the Cooperative as furnished patronage capital and shall be treated in the same manner as furnished capital set out in this Section of these Bylaws.

The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles of Incorporation and Bylaws shall constitute and be a contract both between the Cooperative and each patron, and further, between all the patrons themselves individually. Both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions with the Cooperative and each of its patrons. The provisions of this Article of the Bylaws shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative’s office or by publication distributed by the Cooperative to its patrons.

SECTION 8.3. Patronage Capital in Connection with Furnishing Other Services. In the event that the Cooperative should engage in the business of furnishing goods or services other than telecommunications and information services, all amounts received and receivable therefrom which are in excess of costs and expenses properly chargeable against the furnishing of such goods or services shall, insofar as permitted by law, be prorated annually on a patronage basis and returned to those patrons from whom such amounts were obtained at such time and in such order of priority as the Board shall determine.

ARTICLE IX
DISPOSITION AND PLEDGING OF PROPERTY
DISSOLUTION AND DISTRIBUTION OF SURPLUS ASSETS
UPON DISSOLUTION

            The Cooperative may not sell, mortgage, lease, or otherwise dispose of or encumber all or any substantial portion of its property unless such sale, mortgage, lease, or other disposition or encumbrance is authorized at a meeting of the members thereof by the affirmative vote of not less than seventy-five percent (75%) of all members of the Cooperative, and unless the notice of such proposed sale, mortgage, lease, or other disposition or encumbrance shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained, the Board of the Cooperative without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises, and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the Board shall determine, to secure any indebtedness of the Cooperative to the United States of America or any instrumentality or agency thereof provided further that the Board may upon the authorization of a majority of those members of the Cooperative present at a meeting of the members thereof, sell, lease, or otherwise dispose of all or a substantial portion of its property to another Cooperative or foreign corporation doing business in this State pursuant to the Act under which this Cooperative is incorporated.

ARTICLE X
SEAL 

The Corporate Seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words, “Corporate Seal”.

ARTICLE XI
FINANCIAL TRANSACTIONS

SECTION 11.1. Contracts. Except as otherwise provided in these Bylaws, the Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative and such authority may be general or confined to specific instances.

SECTION 11.2. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, and all notes, bonds, or other evidences of indebtedness issued in the name of the Cooperative shall be signed by such officer or officers, agent or agents, employee or employees of the Cooperative and in such manner, as shall from time-to-time be determined by resolution of the Board.

SECTION 11.3. Deposits. All the funds of the Cooperative shall be deposited from time-to-time to the credit of the Cooperative in such institutions as the Board may select.

ARTICLE XII
MISCELLANEOUS

SECTION 12.1. Membership in Other Organizations. The Cooperative may become a member or purchase stock in other profit or nonprofit organizations, associations, partnerships or joint ventures when the Board finds that the general or long-term interests of its membership will be served by such investments or participation.

SECTION 12.2. Waiver of Notice. Any member or trustee may waive in writing any notice of a meeting required to be given by these Bylaws. The attendance of a member or Trustee at any meeting shall constitute a waiver of notice of such meeting by such member or Trustee, except in a case member or Trustee shall attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been lawfully called or convened.

SECTION 12.3. Rules and Regulations. The Board shall have power to make and adopt such rules and regulations, not inconsistent with law, the Articles of Incorporation or these Bylaws, as it may deem advisable for the management of the business and the affairs of the Cooperative.

ARTICLE XIII
AMENDMENTS

            These Bylaws may be altered, amended or repeated by the affirmative vote of not less than a majority of the Trustees in office, at any regular or special Board meeting, but only if the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal, or an accurate summary explanation thereof; provided, however, that the provisions of Section 9 relating to a major disposition of the Cooperative’s property and relating to the dissolution of the Cooperative, and Section 3.7 of Article III relating to voting by members, may be altered, amended or repealed only by the affirmative vote of not less than two-thirds (2/3) of all current members of the Cooperative voting in person and without proxies.

Amended: February 15, 1999

CUSTOMER BILL OF RIGHTS

As a residential customer of a regulated public utility in Kentucky, you are guaranteed the following rights subject to Kentucky Revised Statutes and the provisions of the Kentucky Public Service Commission Administrative Regulations.

• You have the right to service, provided you (or a member of your household whose debt was accumulated at your address) are not indebted to the utility.

• You have the right to inspect and review the utility’s rates and tariffed operating procedures during the utility’s normal office hours.

• You have the right to be present at any routine utility inspection of your service conditions.

• You must be provided a separate, distinct disconnect notice alerting you to a possible disconnection of your service if payment is not received.

• You have the right to dispute the reasons for any announced termination of your service.

• You have the right to negotiate a partial payment plan when your service is threatened by disconnection for non-payment.

• You have the right to participate in equal, budget payment plans for your natural gas and electric service.

• You have the right to maintain your utility service for up to thirty (30) days upon presentation of a medical certificate issued by a health official.

• You have the right to prompt twenty-four (24) hour restoration of service or close of the next business day, whichever is later, and shall install and connect new service within seventy-two (72) hours, or close of the next business day, whichever is later, if the cause for refusal or discontinuance of service has been corrected and the utility’s tariffed rules and 807 KAR Chapter have been met.

• If you have not been disconnected, you have the right to maintain your natural gas and electric service for up to thirty (30) days if you present a Certificate of Need issued by the Kentucky Cabinet for Human Resources between November and the end of March.

• If you have been disconnected due to nonpayment, you have the right to have your natural gas or electric service reconnected between the months of November through March provided you:

1. Present a Certificate of Need issued by the Kentucky Cabinet of Human Resources and
2. Pay one third (1/3) of your outstanding bill ($200 maximum), and
3. Accept referral to the Human Resources’ Weatherization Program, and
4. Agree to a repayment schedule that will cause your bill to become current by October 15.

• You have the right to contact the Public Service commission regarding any dispute that you have been unable to resolve with your utility (Call Toll Free 1-800-772-4636).

The Customer Bill of Rights is referenced in 807 KAR 5:006 Section 14 (1) (c) 1.

Customer Proprietary Network Information – (CPNI) Statement

Foothills Communications is compliant with FCC rules and regulations implemented pursuant to Section 222 of the Communications Act of 1934, as Amended, regarding the collection, access, use, disclosure or distribution of Customer Proprietary Network Information (“CPNI”), as well as regarding customer privacy safeguards with respect to CPNI. Foothills Communications makes an annual CPNI certification filing with the FCC and has adopted CPNI policies and procedures for training employees, agents and independent contractors, as well as for addressing and reporting any such violations.

CPNI is defined in Section 222(f) of the Communications Act as (A) information that relates to the quantity, technical configuration, type, destination, and amount of use of a telecommunications service subscribed to by any customer of a wireline or wireless telecommunications carrier, and that is made available to the carrier by the customer solely by virtue of the carrier-customer relationship; and (B) information contained in the bills pertaining to telephone exchange service or telephone toll service received by a customer of a carrier (except that CPNI does not include subscriber list information). Generally, CPNI includes personal information regarding a consumer’s use of his or her wireline and/or wireless telecommunications services. CPNI encompasses information such as: (a) the telephone numbers called by a customer; (b) the frequency, duration and timing of a customer’s phone calls, and (c) the telecommunications and information services purchased by a customer (including, but not limited to, local exchange, toll, cellular, paging, data transmission, call waiting, call forwarding, call blocking, Primary Interexchange Carrier (PIC) freeze, three-way calling, conference calling, voice mail, Internet access, call back, caller identification, call trace and toll denial services).

It is the official policy of Foothills Communications that all access, use, disclosure or distribution of Customer Proprietary Network Information (“CPNI”) be in accordance with the customer privacy safeguards and CPNI regulations set forth in the Communications Act and the Federal Communications Commission (“FCC”) Rules, and that all Foothills Communication’s employees, agents and independent contractors who handle the customers’ CPNI are aware of these customer privacy safeguards and CPNI regulations, and comply with them fully.

Copyright Infringement – Digital Millennium Copyright Act

In operating the Services, Foothills Communications may act as a “services provider” under the DMCA and offer services as an online provider of materials and links to third party websites. As a result, third party materials that are not owned or controlled by Foothills Communications may be transmitted, stored, accessed or otherwise made available using the Service. You agree to notify Foothills Communications if and to the extent any situation arises wherein you believe any material available through the Service infringes a copyright. Any claimant must notify Foothills Communications using the notice procedure for claimed infringement under the DMCA and provide the following:

If you believe that your work has been copied and has been posted, stored or transmitted to Foothills Communication’s website in a way that constitutes copyright infringement, please submit a notification pursuant to the DMCA by providing Foothills Communication’s designated agent the following written information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed upon; (iii) a specific description of where the material that you claim is infringing is located on the website; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Foothills Communication’s designated agent (the proper party for notice) to whom any copyright owner should address infringement notices under the DMCA:

Foothills Communications
Designated Agent
1621 Kentucky Route 40 West
Staffordsville, KY 41256
888-262-3782

Foothills Communications will respond expeditiously to remove or disable access to material Foothills Communications determines may be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringing party who provided the applicable content.

Foothills Communications also has no obligation to monitor its Services, but may do so and disclose information regarding use of the Services for any reason if Foothills Communications, in its sole discretion, believes that it is reasonable to do so, including, without limitation, to: (i) satisfy laws, regulations, or governmental or legal requests, (ii) operate the Services properly, or (iii) protect itself and its customers and users. Foothills Communications may immediately remove material or information from Foothills Communication’s servers, in whole or in part, which Foothills Communications, in its sole and absolute discretion, determines to infringe another’s property rights or to violate the AUP.

To the extent any of your Services from Foothills Communications include wireless access, wireless systems use radio channels to transmit voice and data communications over a network, and privacy cannot be guaranteed. We are not liable to Customer or any other party for any lack of privacy resulting from using any wireless services of Foothills Communications. Customer acknowledges that wireless service is inherently not secure and that wireless communications can be intercepted by equipment and software designed for that purpose. Notwithstanding efforts to enhance security with respect to the Service, Foothills Communications cannot guarantee the effectiveness of these efforts and will not be liable to Customer or any other party for any lack of security that may result from use of the Service. Customer acknowledges that Customer is responsible for taking such precautions and providing such security measures best suited for Customer’s situation and intended use of the Service. Foothills Communications strongly encourages Customer to obtain security solutions, such as virtual private networks, encryption and personal firewalls, as more fully described at https://www.foothills.net.

Miscellaneous. You acknowledge and agree that this Agreement, together with all other terms and conditions incorporated herein, constitutes the entire agreement of the parties for the provision and use of the Services and the complete and exclusive statement of the terms agreed upon, all prior agreements and understandings being merged herein. Neither this Agreement nor any interest herein of Customer may be assigned, sublet, or in any manner transferred by Customer without the prior, written consent of Foothills Communications, which consent may be withheld in Foothills Communication’s sole discretion. Any attempted assignment or transfer in contravention of the preceding sentence shall be void. A waiver by Foothills Communications of any terms herein shall not be construed as a waiver of any subsequent breach of this Agreement. This Agreement shall be governed by the laws of the State of Kentucky without regard to choice of law principles. No amendments or modifications to this Agreement shall be effective or binding against Foothills Communications unless expressly agreed to in writing by an authorized representative of Foothills Communications. In the event any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable statute or rule of law, then such provisions shall be deemed inoperative to the extent that they are invalid, illegal or unenforceable, and the remainder of this Agreement shall continue in full force and effect. Any invalid, illegal or unenforceable provisions shall be reformed and modified so that they express the original intent of the parties hereto as closely as reasona