SMALL COMPANY COALITION
AGREEMENT
ARTICLE I
General
SECTION 1. The name of this coalition shall be the Small Company Coalition,
referenced herein as "SCC" or the "Coalition."
SECTION 2. The Coalition will be formed as an IRS 501(c)(6) corporation since it will
be operating much like a trade association devoted to the improvement of business conditions of
its members. The Coalition does not hold an official address or business location, but will use the
business address of one of its Executive Committee members as deemed appropriate by the
Executive Committee.
SECTION 3. The effective date of this Agreement is March 1, 2012.
ARTICLE II
Purpose and Powers
SECTION 1. The SCC is an alliance of rural telecommunications companies formed to
educate and empower small rural incumbent local exchange carriers on methods to influence and
eliminate harmful regulations and legislation. We endeavor to influence and revise regulations
and legislation that would impede our ability to provide advanced telecommunications service to
our communities. The SCC, which is an initiative led by small company executives, strives to
ensure that the voice of small companies is heard by those who have a genuine interest in
protecting and enhancing the communication service needs of rural Americans.
SECTION 2. The chief objective of this Coalition shall be to preserve high-quality
telecommunications services in rural areas of America served by Coalition members and other
small rural telecommunications companies. To accomplish this objective, the Coalition
recognizes the need for representation as a specific group in regulatory and other matters. The
SCC shall strive to form a persuasive voice in vital matters affecting rural telecommunications
service providers.
ARTICLE III
Duties of the Membership
SECTION 1. The Coalition is open to membership from any small rural
telecommunications service provider whose objectives and goals are aligned with the primary
purpose of the SCC. Fees will be assessed to members for direct costs resulting from consulting,
litigation, media campaigns, and other business endeavors. Members must remain current in
assessed fees.
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SECTION 2. Fees and expenses incurred in connection with the work of the SCC shall
be allocated and/or shared equally among the member companies. No expenditure by the
Executive Committee in excess of Fifty Thousand Dollars ($50,000) shall be allowed without the
written consent of a simple majority of the Coalition members.
SECTION 3. The Coalition may utilize a third-party as billing and collection agent in
assessing fees upon Coalition members and remitting payments for expenses, including but not
limited to consultant, legal and administrative expenses incurred by the Coalition. However, the
third-party administrator in no way shall be held accountable for any debts incurred by the
Coalition. Any member becoming delinquent in payment of fees for a period of six months shall
be automatically suspended from Coalition membership and shall forfeit all interest or claim in
the Coalition. Fees incurred on the delinquent member's behalf will remain the responsibility of
said delinquent member.
SECTION 4. Membership in this Coalition is not transferable or assignable. Members
must provide written notification to the Executive Committee thirty (30) days in advance of their
intent to withdraw completely from the Coalition.
SECTION 5. During the initial meeting of the Coalition, the attending members shall
appoint an Executive Committee (the “Committee”) whose role will be to expedite the decisionmaking process and manage issues and proceedings on behalf of the Coalition. The initial term
of the Committee will be for one year. After the initial term, depending on the extent of the work
at hand, the Committee may be appointed for another one-year term or another period of time as
deemed appropriate by the membership at that time.
SECTION 6. No member of the Coalition, nor the Coalition itself, shall sue, and all
agree to indemnify and hold harmless, any person who is or was a member of the Committee for
any unintentional breach of fiduciary duty, whether through action or omission. This section
shall not apply in the case of intentional fraud, misconduct, or willful wrongdoing.
SECTION 7. Status reports on Coalition activities will be made available to the
Coalition members in an easily accessible manner at the discretion of the Committee. Coalition
members are responsible for availing themselves of status reports and staying informed on
activities undertaken on their behalf by the Committee.
SECTION 8. Special meetings of the Coalition members may be called at any time by
twenty (20%) percent of the Coalition members entitled to vote at such special meetings. A
simple majority vote of the membership will determine resolution of any issue. Each member
company is entitled to one vote per company. Special meetings shall be held in person whenever
the members agree upon a specific location or by teleconference call.
SECTION 9. Members may be assessed fees, including an annual membership fee, as
needed to carry out the duties of the Coalition.
ARTICLE IV
Duties of the Executive Committee
SECTION 1. The Executive Committee (the “Committee”), which will consist of three
(3) to five (5) SCC member company executives, shall oversee all functions of the Coalition. The
Committee will evaluate issues, proceedings and/or projects to be undertaken on behalf of the
Coalition. The Committee will ensure that the full membership is informed of selected activities
to be undertaken on their behalf by designating a website, if available, or another easily
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accessible resource, where updates are posted, or by providing direct communication to
members.
SECTION 2. The Committee shall select consulting and legal counsel firms as needed
for each project.
SECTION 3. Travel expenses incurred by the Committee and other Coalition members
will be covered by their respective companies.
SECTION 4. The Committee shall ensure that travel expenses are paid by the Coalition
for any witnesses representing the Coalition in litigated proceedings. Such expenses shall
include, but are not limited to, hotel/motel stays, mileage reimbursement for company or
personal car use, rental cars, airline mileage and meals.
SECTION 5. The Committee may call a full membership meeting at any time to discuss
specific activities or functions of the Coalition.
ARTICLE V
Amendments
SECTION 1. This Agreement may be amended at any time by simple majority vote of
the membership.
ARTICLE VI
Confidentiality & Proprietary Information:
SECTION 1. The members acknowledge that during the course of the SCC’s work they
will be handling information considered by the Coalition to be confidential and proprietary in
nature. Such information includes, but is not limited to, the SCC’s strategy, as well as member
company financial information or other information of a sensitive nature that may be disclosed to
the members through their involvement in the activities of the SCC. With respect to such
information, the members hereby agree that during the term of this Agreement and at all times
thereafter, they shall not use, commercialize or disclose such confidential and proprietary
information to any person or entity, unless they receive advance approval in writing by the
SCC’s Executive Committee.
In Witness Whereof, the parties hereto have caused this Agreement to be duly executed as of the
effective date noted in the first paragraph of this Agreement.
Company Name:
By:
[Name & Title]
Small Company Coalition:
By:
Executive Committee Member
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