By-Laws

AMENDED AND RESTATED CODE OF REGULATIONS OF SHERWOOD MUTUAL TELEPHONE ASSOCIATION, INC.

(as of March 2012)

ARTICLE I

MEMBERSHIP

Section 1.  Any person residing within the area of the territory served by Sherwood Mutual Telephone Association, Inc. (the “Corporation”) and receiving services from the Corporation may become a Member of the Corporation upon signing such applications and agreements as may be required by the Corporation and paying the current membership fee, provided that only one membership may be held at any time by any person.  As used herein, the word “person” shall include any corporation, partnership, limited liability company or other legal entity (herein a “business”), and any such business shall be deemed to be “residing” in the territory served by the Corporation to the extent that such business has a facility within the territory served by the Corporation.

Section 2. The Board of Directors shall determine the kind and character of membership certificates to be issued and the amount of the membership fee.  Each membership certificate shall represent one vote which shall be exercised by the person in whose name the certificate is issued.  Membership certificates shall not be transferable.

Section 3. Unclaimed Capital Credits.  Notwithstanding any other provisions of the Code of Regulations, if any Member (or former Member) fails to claim any cash retirement of capital credits or any other payment from the Corporation within four (4) years after payment of same has been made available to Member by written notice or by check, such failure shall be and constitute an irrevocable assignment by such Member to the Corporation of the capital credits or other payment.  The assignment provided for under this section shall become effective sixty (60) days after the last to occur of the following two events: (i) the Corporation sends an additional written notice of payment to the Member (or former Member); and (ii) a notice by publication is included for two (2) consecutive publications in a newspaper of general circulation in the Corporation’s service area.

The mailing of written notices and checks shall be to the last address furnished to the Corporation by the Member (or former Member).  Failure to claim shall also include the failure to cash any check for cash retirement of capital credits or other payments.

Section 4.  Definitions.  As used herein, the following terms shall have the meanings set forth below:

(a)                          “Active Voting Member.”  A member who currently receives services such as, but not limited to, telephone, data or television services from the Corporation.

(b)                          “Good Standing.”  An Active Member whose account is not delinquent or suspended for any other reason.

ARTICLE II

MEETING OF MEMBERS

Section 1.  The annual meeting of the Members of the Corporation shall be held at the Corporation’s office or at such other location capable of accommodating the expected number of attendees deemed suitable by the Board of Directors within a twenty (20) mile radius of the Corporation’s office at Sherwood, Ohio on the second Monday in March of each year, or on such other date selected by the Board of Directors, at such time as is designated by the Board of Directors in the notice of the meeting.  If, for any reason, the annual meeting cannot be held on the second Monday in March, it shall be held as soon thereafter as possible.

Section 2.  Special meetings of the Members may be called by the President or, in the case of the President’s absence, death, or disability, the Vice-President; by the Board of Directors by action at a meeting or by a majority of Directors acting without a meeting; or whenever a petition requesting such meeting is signed by at least ten percent (10%) of the Members and presented to the Secretary of the Board of Directors. The purpose of every special meeting shall be stated in the notice thereof.

Section 3.  Notice of meetings of Members of the Corporation, both regular and special, shall be given by first-class mail to each Member of record, directed to the address shown upon the books of the Corporation, not less than ten (10) nor more than sixty (60) days prior to such meeting.  Such a notice shall state the nature, time, place, and purpose of the meeting; but no failure or irregularity of notice of any annual meeting, regularly held, shall affect any proceedings taken thereat.

Section 4.  Ten percent (10%) of the Active Voting Members that are in Good Standing, present in person or by proxy, shall constitute a quorum for the conduct of business at any meeting of the Members.  Unless otherwise specifically set forth in this Code of Regulations, a majority vote of said quorum for or against an issue shall decide the matter except as to the sale or liquidation of the Corporation.  In the event of a sale or liquidation of the Corporation, a majority vote of all Members in good standing shall be required to decide the issue.

Section 5.  The order of business at the annual meeting and, so far as possible, at all other meetings shall be:

(a)  Calling to order

(b)  Proof of notice of meeting

(c)  Reading and action on any unapproved minutes

(d)  Presentation of financial report

(e)  Reports of Officers and committees

(f)   Election of Directors

(g)  Unfinished business

(h)  New business

(i)   Adjournment.

Section 6.  Any Member desiring to present a resolution for adoption at the annual or any special meeting of the Corporation shall provide to the Secretary-Treasurer of the Corporation, at least sixty (60) days prior to the meeting, a copy of such resolution and a statement in support of such resolution.  Assuming that such proposed resolution is proper for consideration at such annual or special meeting under Ohio law and this Code of Regulations, the Corporation shall include such resolution and supporting statement with the notice for the meeting.

ARTICLE III

DIRECTORS AND OFFICERS

Section 1.  The Board of Directors of this Corporation shall consist of (5) Members, all of whom shall be Members of the Corporation in good standing. At each annual meeting, the Members shall elect for a term of three(3)years, the number of Directors whose terms of office are expiring at such annual meeting.  Each Director shall hold the office for the term for which he is elected and until his successor shall have been duly elected and qualified.  Nominations of Members to the Board of Directors to be elected at a meeting of the Members may be made by or at the direction of the Board of Directors or may be made by any Member of the Corporation.  Nominations must be in writing, must set forth the name and address of the Nominee and the Member making the nomination, and must be received in the office of the Corporation not less than thirty (30) days or more than sixty (60) days prior to the meeting.

Section 2.  If the office of any Director becomes vacant by reason of death, resignation, retirement, disqualification, or otherwise, except by removal from office, a majority of the remaining Directors, though less than a quorum, shall, by a majority vote, choose a successor, who shall hold office for the unexpired term of said Director.

Section 3.   A majority of the Board of Directors shall constitute a quorum at any meeting of the Board.  The affirmative vote of the majority of the Directors at a meeting at which a quorum is present shall be the act of the Board.

Section 4.   The Board of Directors shall meet within ten (10) days after the annual election of Directors and shall elect a President, Vice-President, and a Secretary-Treasurer from among themselves, each of whom shall hold office until the next annual meeting of Directors and until the election and qualification of his successor unless sooner removed by death, resignation, or for cause.  The Board of Directors may also elect such assistant officers as they deem advisable, as well as a General Manager, who shall have such duties as the Board designates. Compensation of Officers shall be fixed by the Board of Directors.

Section 5.  Directors may be removed from office in the following manner.  Any Member, Officer, or Director may present charges against a Director by filing them in writing with the Secretary of the Corporation.  If presented by a Member, the charges must be accompanied by a petition signed by not less than ten percent (10%) of the Members of the Corporation.  Such removal shall be voted on at the next annual or special meeting of the Members and shall be effective if approved by a vote of a majority of those present in person or by proxy and voting, assuming a quorum, as defined in Article II Section 4, is present.  The Director against whom such charges have been presented shall be informed in writing of such charges at least sixty (60) days prior to the meeting and shall have the opportunity at such meeting to be heard in person or by counsel and to present witnesses.  The person or persons presenting such charges against him shall have the same opportunity.  If the removal of a Director is approved, such action shall also vacate any other office held by the removed Director in the Corporation.  A vacancy in the Board thus created shall immediately be filled by a vote of a majority of the Members present in person or by proxy and voting at such meeting, again assuming the presence of a quorum, as defined in Article II Section 4.

Section 6.  A voting Member in good standing shall be entitled to be represented at the annual meeting or any special meeting of the Members or to vote thereat by proxy appointed by a writing signed and dated by such Member.  No appointment of a proxy shall be valid after the expiration of six (6) months after it is made unless the writing specifies the date on which it is to expire or the length of time it is to continue in force.

Section 7.  A Member may not be nominated or elected to the Board of Directors after reaching seventy-five (75) years of age.  Directors elected prior to their seventy-fifth birthday may continue to serve the remainder of the term to which they were elected. This section shall not apply to Max Haver, currently a Director, who is over seventy-five years of age as of the time of adoption of these Amended and Restated Code of Regulations.

ARTICLE IV

MEETINGS OF DIRECTORS

Section 1.  In addition to the annual meeting referred to in Article III, the Board of Directors shall hold such regular meetings as shall be determined by the Board and special meetings upon the call of the President or a majority of the Board.  No notice of regular meetings shall be required.  Special meetings can be called upon one (1) day’s written or oral notice given by the Corporation’s Secretary.

Section 2.  Directors shall be expected to attend the annual meeting of the Members. Directors may be excused from attendance at the annual meeting of the Members by a vote of the remaining Directors.  Directors not attending two consecutive annual meetings of the Members may be removed from the Board of Directors by the remaining Directors and a replacement may be appointed to fill the unexpired portion of that term.

Section 3.  Directors shall be expected to attend at least ten (10) regular monthly meetings per year, at least eight (8) of which shall be in person unless excused from attendance by consent of the remaining Directors.  Directors shall be allowed to attend two meetings per year by teleconference or other electronic means.  Directors not meeting the attendance requirement may be removed from the Board of Directors and a replacement may be appointed to fill the unexpired portion of that term by the remaining Directors.

ARTICLE V

DUTIES OF DIRECTORS

Section 1.  The Board of Directors, subject to the restrictions imposed by law, the Articles of Incorporation of the Corporation, and thisCode of Regulations, shall exercise all the powers of the Corporation and, without prejudice to or limitation upon these general powers, shall have full power and authority with respect to the following:

(a)  To approve membership applications and to cause to be issued appropriate certificates of membership.

(b)  To elect all Officers and select and appoint all agents or employees of the Corporation, remove such Officers, agents or employees of the Corporation, prescribe such duties and designate such powers for such Officers, agents, or employees as may not be inconsistent with these regulations, and fix their compensation.

(c)  To borrow from any source money, goods, or services and to make issue notes and other negotiable or nonnegotiable instruments evidencing indebtedness of the Corporation; to make other instruments evidencing security interests in the assets of the Corporation; and to do every act and thing necessary to effectuate the same.

(d)  To prescribe, adopt, and amend, from time to time, such equitable, uniform rules and regulations as, in its discretion, may be deemed essential or convenient for the conduct of the business and affairs of the Corporation and the guidance and control of its Officers and employees, and to prescribe adequate penalties for the breach thereof.

(e)  To order, at least once each year, an audit of the books and accounts of the Corporation by a competent public auditor or accountant.  The report prepared by such auditor or accountant shall be submitted to the Members of the Corporation at their annual meeting.  Copies of such audit reports shall be submitted to such parties as may be required by other agreements.

(f)  To fix and alter the charges to be paid by each Member for services rendered by the Corporation to the Member, including installation fees, where such are deemed to be necessary by the Directors, and to fix and alter the method of billing, time of payment, manner of collection, and penalties for late or nonpayment of the same.  The Board may establish one or more classes of users.  All charges shall be uniform and there will be no discrimination within each class of users.

(g)  To require all Officers, agents, and employees charged with responsibility for the custody of any of the funds of the Corporation to give adequate bonds, the cost thereof to be paid by the Corporation.

(h)  To select one or more banks to act as depositories of the funds of the Corporation and to determine the manner of receiving, depositing, and disbursing the funds of the Corporation and the form of check and person or persons by whom the same shall be signed, with the power to change such banks and the person or persons signing such checks and the form thereof at will.

(i)  To levy assessments against the Members of the Corporation in such a manner and upon such proportionate basis as the Directors deem equitable and to enforce collection of such assessments by the suspension of service or other legal methods.

Section 2.  The Directors shall be entitled to receive such compensation as is approved from time to time by the Corporation’s Members.

ARTICLE VI

DUTIES OF OFFICERS

Section 1.  Duties of President. The duties of the President shall include the following: preside over all meetings of the Members, preside over all meetings of the Board of Directors, sign all checks and other papers of the Corporation as he may be authorized to sign by the Board of Directors, and perform all acts and duties usually performed by an executive and presiding Officer.  In addition the President shall perform such other duties as may be prescribed by the Board of Directors.

Section 2.  Duties of Vice-President. In the event of the absence, death, or disability of the President, the Vice-President shall perform the duties of the President.

Section 3.  Duties of the Secretary-Treasurer.  The Secretary-Treasurer shall keep a complete record of all meetings of the Corporation and of the Board of Directors and shall have general charge and supervision of the books and records of the Corporation.  The Secretary-Treasurer shall attest the President’s signature on all membership certificates and other papers pertaining to the Corporation unless otherwise directed by the Board of Directors.  He shall serve, mail, or deliver all notices required by law and by these regulations and shall make a full report of all matters and business pertaining to his office to the Members at the annual meeting or at such time or times as the Board of Directors may require.  He shall keep the corporate seal and membership certificate records of the Corporation, complete and attest all certificates issued, and affix said corporate seal to all papers requiring same. He shall keep a proper membership certificate record showing the name of each Member of the Corporation and date of issuance, surrender, termination, cancellation, or forfeiture.  He shall make all reports required by law and shall perform such other duties as may be required of him by the Corporation or the Board of Directors.  Upon the election of his successor, the Secretary-Treasurer shall turn over to him all books and other property belonging to the Corporation that he may have in his possession.  He shall also perform such duties with respect to the finances of the Corporation as may be prescribed by the Board of Directors.

Section 4.  Any Officer may be removed at any time by a majority vote of the Board of Directors.

ARTICLE VII

INDEMNIFICATION

Section 1.  Each person who is or has been a Director or Officer of this Corporation shall be indemnified by the Corporation against all reasonable costs, expenses, and settlements as well as liabilities incurred by or imposed upon the Director or Officer in connection with any pending or threatened action, suit, or proceeding, whether criminal or civil, to which he is or may be made a party by reason of his being or having been a Director or Officer of the Corporation.  This indemnification includes any act or omission to act by the Director or Officer in performance of his listed or implied duties.  The Director or Officer will be indemnified only to the extent as shall be approved by a court of competent jurisdiction or by a resolution duly adopted by a majority of the Board of Directors not involved in the matters in question.

The Director or Officer shall not be indemnified by the Corporation for any costs, expenses, or liabilities incurred by or imposed upon him in relation to matters as to which he shall be finally adjudged in any action, suit, or proceeding to be liable for negligence or misconduct in the performance of his duties as a Director or Officer of the Corporation.  Furthermore, the Director or Officer shall not be indemnified by the Corporation if a majority of the Board of Directors adopts a resolution for such other determinations as are specified in Section 1702.12(E) of the Ohio Revised Code.

The foregoing right of indemnification shall not be exclusive, but shall be in addition to any other rights to which the Director or Officer may be entitled as a matter of law.

ARTICLE VIII

AMENDMENTS

These regulations may be repealed or amended by a vote of a majority of the Members present in person or by proxy at any annual meeting of the Corporation or at any special meeting of the Corporation called for that purpose, assuming the presence of a quorum as defined in Article II Section 4.

ARTICLE IX

MISCELLANEOUS

Whenever the context of this Code of Regulations so requires or permits, the masculine herein shall include the feminine or the neuter and the singular shall include the plural.

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