ARTICLES OF INCORPORATION
				OF VIRGINIA TELECOMMUNICATIONS
				INDUSTRY ASSOCIATION

1. 	The Name of the corporation is the Virginia Telecommunications Industry Association. Its principal office shall 
	be in Richmond, Virginia.

2. 	The purpose of the corporation is to promote the provision of telecommunications services in Virginia. The corporation 
	may engage only in activities that may be carried on by a corporation exempt from Federal income taxes under Section 501 (c) (6) 
	of the Internal Revenue code or any section of any statute adopted in succession thereof.  No part of the net earnings of the 
	corporation shall inure to the benefit of any member, except that the corporation may pay reasonable compensation for services
	rendered and may make payments or distributions in furtherance of the purposes set forth herein.

3. 	The members of the corporation shall be elected by the Board of Directors and designated as to classes based on the 
	qualifications set forth in the Bylaws of the corporation.

4. 	The voting and other rights of the members of the corporation shall be as set forth in the Bylaws of the corporation.

5. 	The Directors of the corporation shall be elected by classes as set forth in the corporation’s Bylaws for terms of three years 
	and shall serve until their successors are elected.


 

					BYLAWS OF THE 
				VIRGINIA TELECOMMUNICATIONS
				 INDUSTRY ASSOCIATION (VTIA)

					Effective – July 1, 2007

					         ARTICLE I
The name of this association shall be the "Virginia Telecommunications Industry Association” or it may be known as the 
V T I A or the Association.  


					        ARTICLE II
					        PURPOSE
The purpose of the Association is to promote the common interests of the members in all matters affecting the telecommunications 
industry in the Commonwealth of Virginia.


					       ARTICLE III
					      MEMBERSHIP

The membership shall be divided into two categories as defined in this section, Company Members and Affiliate Members. 

SECTION A. Company Members
1.	Definition

Any individual, firm, partnership or corporation is eligible to be a Company Member if it is operating as a telecommunications 
company, is authorized to do business in Virginia, and is engaged in any of the following principal lines of business:  interexchange 
carrier services; local exchange service; cellular; radio common carrier; personal communications services; competitive access provider; 
radio paging; cable TV company; re-seller of telecommunications services; enhanced telecommunications service provider; or any 
other telecommunications company as may be approved by the Board of Directors (“Board”.)

2.	Holding Company Provision

Parent corporations, wholly owned subsidiaries, and/or affiliate companies will be considered as “one entity” for voting 
purposes and/or Board Membership.

3.	Company Member Categories

There shall be five (5) Company Membership categories based on the company size, scope and structure, and involvement 
in the Association. The categories of the members recognize that there are large diversified national organizations with Virginia 
operations as well as small, locally owned companies serving primarily rural areas and providing limited service offerings. 
Membership categories and assignment of Company Members to a category shall be done by the Board of Directors. The categories are as follows:

	a. Category I 	Multi-Service Providers - National
	b. Category II 	Multi-Service Providers - State Large
	c. Category III  	Multi-Service Providers - State Small
	d. Category IV 	Limited Service Providers - Large
	e. Category V 	Limited Service Providers - Small

4. Designated Representative

Each Company Member in good standing shall be entitled to one vote in Membership Meetings. Such vote may be cast by the 
chief executive officer or by any other designated representative of such company.  Annually each Company Member shall 
designate to the VTIA who its Designated Representative is for the conduct of Association business.

SECTION B. Affiliate Members

Any individual, firm, partnership or corporation, or the authorized representative of such an entity, with interests in common 
with the organization, and providing service to Company Members, and not otherwise eligible for Company Member status is 
eligible to be an Affiliate member. Affiliate members shall not be entitled to vote in any meeting of the membership. 

SECTION C. Membership Application Procedure

Eligibility for membership and approval of Applications for membership shall become effective upon a three-fifths (3/5) affirmative 
vote of the Board members attending in person or by proxy and voting for the purpose at any regular or special meeting of the 
Board, and upon payment of the regular annual dues as hereinafter provided.  Applications for Company Membership made in
 the interim period between Board meetings may be approved by the Executive Committee of the Board.  Affiliate Members 
shall be approved by the Executive Director.
						
SECTION D.  Termination of Membership

Membership in this Association may be terminated for any of the following reasons:

(a) 	Change in principal business or ownership so as to
	 be no longer eligible.
(b) 	Failure to pay dues or assessments.
(c)              For any other reason by majority vote of the Board 
	members attending in person or by proxy at any regular or special meeting of the Board.









					      ARTICLE IV
					           DUES

SECTION A.

The annual dues for each member company shall be determined based on its classification into a membership category. Dues for 
each Membership Category shall be approved annually by the Board during its review and approval of the annual budget.

SECTION B.
Affiliate membership dues will be set annually by the Board.

SECTION C. 
The Board also may levy a special assessment during the year to meet unusual VTIA expenses as determined necessary. 
 The Board will determine the appropriate assessment methodology before the assessment is billed.

SECTION D. 
All dues are due and payable on July 1 of each calendar year, or as directed by the Board.


					      ARTICLE V
					MEETING OF MEMBERSHIP

SECTION A.	Regular Meeting
The regular annual meeting of the Association shall be held at such time and place as may be designated by the Board. 
At least one meeting shall be held each year.

SECTION B.	Special Meeting
Special meetings of the Association may be called at any time by the Board and must be called upon petition of one-third 
or more of the total Company Members.

SECTION C.	Notice of Meeting
Notice of the time and place of holding each meeting of the Association shall be given to each member company by mailing 
via US Mail, courier service, or electronic mail the same to the last known address of the Designated Representative of each member.  
The notice of any Special Meeting shall set forth the subject or subjects to be considered and no business affecting the 
general interest or welfare of this Association shall be transacted except as specified in such notice.

SECTION D.	Quorum
A quorum at any regular or special meeting of the membership shall consist of not less than fifty percent of the Company Members.

SECTION E. Proxies
The Designated Representative for a Company Member may delegate or assign his/her voting authority to a representative of the 
same Company by delivering an authorized proxy statement to the Secretary or the Executive Director of the Association.



					              ARTICLE VI.
					MANAGEMENT OF ASSOCIATION

SECTION A.	Board of Directors

There shall be a Board consisting of up to twenty-one (21) directors, whose terms shall be for three years, and elected from 
Company Members. The Board membership shall be divided into three segments so that the term of only one segment expires
each year.  Each year as the terms of directors in each segment expires, the appropriate number in that segment shall be elected.  
The immediate past President of the Association shall be an ex-officio member of the Board for one year in the event his term of 
office as a director has expired.  No Company Member shall have more than two representatives on the Board at any time.

SECTION B. BOARD MEMBERSHIP

Board membership shall be divided with the intent of providing balance among the different interests and company sizes. The 
Board membership shall be divided into two groups: Category I members and all other categories combined. Category I members 
shall each be entitled to appoint two members to the Board. The total Board members from all other categories combined shall be
 no less than the total of Category I members plus one subject to the maximum Board membership specified above.

SECTION C.	Vacancy on Board
The President of the Association may fill each Board vacancy occurring between regular membership meetings, by the appointment 
of a new director to serve the seat vacated. This appointed director shall serve until the next regular membership meeting at which 
time the appointment can be ratified by the Members.

SECTION D.	Executive Committee
To assist in the management of the affairs of the Association, there shall be an Executive Committee consisting of the President, 
Vice President, Secretary, Treasurer and one Executive Committee Member-At-Large, selected by the President, from current 
Board Members, with priority given to a representative from a Category I company, not already represented; and the Executive 
Director shall also serve as an ex-officio member. The Executive Committee shall act in the governance of the Association and 
make necessary decisions on behalf of the Board, when the Board is not in session.  The Executive Committee will keep minutes 
of meetings and present those minutes at the next Board meeting for approval.


					     ARTICLE VII
				   DUTIES OF BOARD OF DIRECTORS

SECTION A.
The Board shall exercise such powers and perform such duties as may be necessary and appropriate for the proper operation and 
management of the Association. The Board shall determine the time and place of regular and special meetings of the membership as provided in Article V.

SECTION B.
It shall be the duty of the Board to supervise and control the finances of the Association.

SECTION C.
The Board shall have the power and authority to set membership dues as provided in Article IV.

SECTION D.
It shall annually elect the officers of this Association as set forth in Article IX.

SECTION E.
The Board of Directors shall perform such duties as may be vested in it by the Members of the Association.

SECTION F.
There shall be a Nominating Committee, comprised of the three immediate past Presidents, and chaired by the first immediate past 
President, that shall nominate all candidates of the Board, and the President, Vice President, Treasurer, and Secretary of this Association.  
This committee shall report to the Annual Meeting for Board candidates and to the Board for officers’ candidates as indicated above.  
The past Presidents need not be current members of the Board.


					    ARTICLE VIII
				MEETING OF THE BOARD OF DIRECTORS

SECTION A.	Annual and Other Meetings
An annual meeting of the Board shall be held in conjunction with the Annual Meeting of the membership.

Other meetings of the Board shall be held as called by the President, or a majority of the Board.

SECTION B.	Quorum
A majority of the Board must be present in person or by proxy at any meeting of the Board to constitute a quorum for the transaction 
of business of this Association.

SECTION C. Proxies

A Board member who cannot be present at a meeting may delegate or assign his/her authority by delivering a letter of proxy to the 
Secretary or Executive Director of the Association. The letter of proxy may designate another Board member to act on the behalf of the grantor.

SECTION D. Attendance

Each Board member should make reasonable efforts to attend Board meetings. If a Board member does not attend at least one Board 
meeting personally each year, he/she may be asked to relinquish the position.

SECTION E. Electronic Meetings

With the exception of the Board meeting held in conjunction with the Annual Meeting of the membership, the Board may conduct its
 meeting by electronic means, including but not limited to teleconference, videoconference, or internet conference



					     ARTICLE IX
				     OFFICERS OF THE ASSOCIATION

SECTION A.
The officers of this Association shall be a President, who shall be the Chief Executive Officer, Vice President, Secretary and a Treasurer, 
to be elected by and from the membership of the Board; and an Executive Director to be selected by the Board.  The offices of Secretary
 and Treasurer may be held by the same person.

No President shall succeed himself/herself in an office which he/she has held for one full term.  Other offices may be created and filled at 
the discretion of the Board, such tenure to run at the pleasure of the Board, and removal therefrom may be with or without cause.  The 
tenure of the Executive Director shall likewise run at the pleasure of the Board.  The other officers of this Association shall hold office from the 
close of the regular annual meeting at which they were elected until the close of the succeeding regular annual meeting or until their successors are elected.

SECTION B.
A vacancy in any office may be filled for the remainder of the term by election of the Board.


					      ARTICLE X
				             DUTIES OF THE OFFICERS

SECTION A.	President
The President of the Association shall be the Chief Executive Officer and have general charge of the affairs of the Association under the 
direction of the Board.  He/she shall preside at all meetings of the membership, meetings of the Board, and meetings of the Executive Committee.  
He/she shall perform such other duties as may be assigned by the Board or as prescribed by the Association or as contained in the Bylaws.  
He/she shall call meetings of the Executive Committee on his/her own motion or upon request of two of its members.  He/she shall establish 
Standing Committees as deemed necessary, subject to consensus of the Executive Committee.  He/she shall appoint members to all Standing 
Committees, except the Executive and Nominating Committees.  

SECTION B.	Vice President
The duties of the Vice President shall be to act in the absence of the President and to perform such other duties as may be assigned to him by 
the President or by the Board.

SECTION C.	Secretary
The duties of the Secretary shall be to keep the records of the Association; to take and preserve the minutes of meetings of the Membership 
and of the Board; to notify Members of meetings of the Membership and of the Board.

SECTION D.  Treasurer
The duties of the Treasurer shall be to take, preserve, compile, and submit financial and other similar Association reports to the Membership 
and detailed reports to the Board; to oversee the collection of all monies due the Association and the payment of all bills of the Association upon
 order of the President or the Board. The Treasurer, with the Executive Director, shall provide that an audit of the financial records and procedures
 of the Association shall be performed no less than once each four (4) years or upon a change in the Executive Director position and a limited review shall be conducted each two (2) years between audits.

SECTION E.  Executive Director
The Executive Director will be the chief administrative officer of the Association and, as such, it will be his duty to assist the officers, the 
Executive Committee and the Board in carrying out the objectives of the Association.


Specific duties include:
*	Manage the Association office.
*	Inform and educate members.
*	Promote favorable public relations.
*	Act as legislative, regulatory and industry liaison where a consensus among Company Members can be established.
*	Act as recording secretary of the Board and assist the officers of the Association as requested.
*	Act as controller of the Association by managing regular and recurring receipts and disbursements of Association funds
*	Coordinate the conducting of an audit of the financial records and operating procedures of the Association no less than once every 
	four (4) years or upon a change in the position of Executive Director and a limited review each two (2) years between audits.
*	Execute contracts and/or agreements as authorized by the Board.
*	Assist the President in establishing committees.
*	Other duties as requested by the President, Executive Committee and/or the Board.


					      ARTICLE XI
					CORPORATE SEAL

This Association shall have a corporate seal which shall consist of a circular die having engraved thereon, the words: 
 “Virginia Telecommunications Industry Association.”


					    ARTICLE XII
					    AMENDMENT

These Bylaws may be amended or repealed by a majority vote of the Board. 


					    ARTICLE XIII
					ORDER OF BUSINESS

In the government of this Association or its Committees, the latest version of Roberts’ Rules of Order shall prevail.



					   ARTICLE XIV
			LIMITATION OF LIABILITY, INDEMNIFICATION AND INSURANCE

The Association shall maintain Liability Insurance for the protection of Directors and Officers. A complete copy of the policy outlining the
 limitations of liability, indemnification and insurance is available by contacting the VTIA office.


					     ARTICLE XV
					EFFECTIVE DATE

These Bylaws shall be effective upon final approval of the Board of Directors except such provisions which may be subject to a
 phased implementation. The transition schedule to the full effectiveness of these Bylaws shall be as directed by the Board.