2019-11-15T13:15:53-06:00 2018-12-31 410746749 CLIFTONLARSONALLEN LLP 901 N GLEBE ROAD SUITE 200 ARLINGTON VA 22203 990 2018-01-01 520741336 NATIONAL TELECOMMUNICATIONS COOPERATIVE ASSOCIATION NATI 7033512000 4121 WILSON BOULEVARD NO FL 10 ARLINGTON VA 22203 SHIRLEY BLOOMFIELD CHIEF EXECUTIVE OFFICER 7033512000 2019-11-12 1 AMY CHAPMAN P00843460 5712279500 67.137.57.251 2019-11-12 13:43:40 ES P A31B8943A14933A3BF1B290C164803F9A7DCE6A3 1938324BD4D887D076751857843371B82258E98C 2018 2020-03-31 21:24:44Z SHIRLEY BLOOMFIELD 4121 WILSON BOULEVARD NO FL 10 ARLINGTON VA 22203 17912505 0 X WWW.NTCA.ORG X 1954 VA TO PROMOTE AND SUSTAIN ADVANCED COMMUNICATIONS SERVICES IN RURAL AMERICA. 12 12 55 2 2375382 158729 980789 1408257 12870328 12379106 632901 1063908 412453 475499 14896471 15326770 50000 0 0 0 8758337 8492762 0 0 0 6702658 6519181 15510995 15011943 -614524 314827 30782125 30020788 7225368 8116408 23556757 21904380 THE MISSION OF NTCA IS WORKING ON BEHALF OF SMALL BROADBAND PROVIDERS WHO ARE WORKING ON BEHALF OF RURAL AMERICA. OUR VISION IS TO BUILD A BETTER BROADBAND FUTURE FOR RURAL AMERICA. 0 0 CONFERENCES AND MEETINGS:NATIONAL TELECOMMUNICATIONS COOPERATIVE ASSOCIATION HOLDS A NUMBER OF MEETINGS, BOTH NATIONALLY AND REGIONALLY, WHERE EMPLOYEES OF THE MEMBER COMPANIES AND DIRECTORS OF THE MEMBER COMPANIES SHARE EXPERIENCES, ATTEND TRAINING SEMINARS, HEAR INDUSTRY LEADERS SUCH AS THE FEDERAL COMMUNICATIONS COMMISSION (FCC) AND RURAL UTILITIES SERVICE (RUS) REPRESENTATIVES, AND DISSEMINATE INFORMATION ON PROGRAMS AND NEW TECHNOLOGIES. PUBLICATIONS:NATIONAL TELECOMMUNICATIONS COOPERATIVE ASSOCIATION SERVES ITS MEMBERS BY CONVEYING ITS MESSAGE AND PROMOTING THE POSITIONS AND OBJECTIVES IF SMALL INDEPENDENT RURAL SERVICE PROVIDERS ACROSS ALL INDUSTRY FRONTS. FOR THIS PURPOSE, IT PUBLISHES A QUARTERLY INFORMATION MAGAZINE AND A WEEKLY REPORT THAT KEEPS MEMBERS CURRENT ON INDUSTRY AND LEGISLATIVE ACTIVITIES. 0 1 0 1 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 1 90 0 55 1 1 1 0 0 0 0 0 0 0 X 12 12 0 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 VA X KELLIE LOWERY 7033512000 4121 WILSON BOULEVARD NO FL 10 ARLINGTON VA 22203 JOHN KLATT CHAIRMAN 5.00 0.00 X X 9117 0 0 KEVIN BEYER VICE CHAIRMAN 5.00 0.00 X X 6000 0 0 ALLEN HOOPES SECRETARY-TREASURER 5.00 0.00 X X 6000 0 0 BARRY ADAIR DIRECTOR 5.00 0.00 X 6000 0 0 DONALD BITZ DIRECTOR 5.00 0.00 X 6054 0 0 DOUGLAS BOONE DIRECTOR 5.00 0.00 X 6000 0 0 MICHAEL GRISHAM DIRECTOR 5.00 0.00 X 0 0 0 RONALD HINDS DIRECTOR 5.00 0.00 X 0 0 0 WILLIAM HEGMANN DIRECTOR 5.00 0.00 X 6000 0 0 J FREDERICK JOHNSON DIRECTOR 5.00 0.00 X 6000 0 0 RUSSELL MOORE DIRECTOR 5.00 0.00 X 6000 0 0 H KEITH OLIVER DIRECTOR 5.00 0.00 X 6000 0 0 SHIRLEY BLOOMFIELD CHIEF EXECUTIVE OFFICER 52.00 4.00 X 739333 0 267045 MICHAEL VIANDS CHIEF FINANCIAL OFFICER 40.00 1.00 X 206563 0 80313 MICHAEL ROMANO SENIOR VP OF INDUSTRY AFFAIRS 45.00 0.00 X 373973 0 129784 LORI FISCHETTI SENIOR VP OF STAFF & MEMBER ENGAGEMENT 45.00 0.00 X 238617 0 69390 JILL CANFIELD VP OF LEGAL & INDUSTRY, ASSISTANT GENERAL COUNSEL 42.00 0.00 X 197038 0 79551 JOSHUA SEIDEMANN VP OF POLICY 42.00 0.00 X 195832 0 55125 LEIF OVESON VP OF LEGISLATIVE AFFAIRS 41.00 0.00 X 171524 0 67118 2186051 0 748326 21 0 1 0 POWER PLUS SOUND & LIGHTING INC 2445 GRAND AVENUE VISTA CA 92081 EQUIPMENT RENTAL 305916 RAYMOND JAMES 880 CARILLON PARKWAY SAINT PETERSBURG FL 33716 INVESTMENT BROKER 199615 ASSOCIATION CONSULTING GROUP INC 10632 LITTLE PATUXENT PARKWAY 220 COLUMBIA MD 21044 SOFTWARE PROVIDER 162293 LEVY PREMIUM FOODSERVICE LLC OF TX 500 EAST CESAR CHAVEZ STREET AUSTIN TX 78701 FOOD SERVICES 134872 BAKER & HOSTETLER LLP PO BOX 70189 CLEVELAND OH 70189 LEGAL SERVICES 120997 7 1408257 1408257 MEMBERSHIP DUES 900099 5724394 5724394 CONFERENCES & MEETINGS 900099 4114934 4114934 MANAGEMENT FEE INCOME 561000 1996600 1996600 PUBLICATIONS 900099 431666 164396 267270 0 DOMESTIC AND INTERNATIONAL COUNSE 561000 111512 111512 12379106 541353 541353 83094 83094 362086 362086 0 2746204 2223649 522555 522555 522555 PLAN DESIGN 900099 204023 204023 188382 188382 392405 15326770 10003724 2375382 1539407 1356425 5112521 844445 813295 366076 655000 2818 38966 8583 251586 62162 260529 1242891 281130 2096116 50000 224706 76725 RURAL TELECOMMUNICATION 419289 MEMBER SERVICES 291740 TAXES, CREDIT CARD FEES 242994 MARKETING & PUBLIC RELA 100482 213464 15011943 1946718 3155144 79561 55456 292200 313146 3132476 2522008 829516 610468 23609443 22366436 212200 212200 3812487 3307938 30782125 30020788 667682 551540 4383422 4670867 2174264 2894001 7225368 8116408 X 23265901 21669027 290856 235353 23556757 21904380 30782125 30020788 314827 -1967204 0 X X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 5724394 1625183 -726714 898469 1594693 -696224 642167 548944 93223 958897 890948 67949 1531412 1082116 449296 610468 INVESTMENT IN DEFERRED COMP PROGRAM 725560 R&S PLAN PREFUNDING 2582378 3307938 DEFERRED COMP PROGRAM LIABILITY - NTCA EMPLOYEES 725560 DUE TO FOUNDATION FOR RURAL SERVICE 102022 DEFERRED LEASE AND IMPROVEMENT ALLOWANCE 432948 DUE TO BENEFIT PLANS OF NTCA AND MEMBERS 1551639 DUE TO SERVICES MANAGEMENT CORPORATION 34101 CAPITAL LEASE LIABILITY 47731 2894001 X 13713069 -1967204 -1967204 15680273 8583 -362086 -353503 15326770 15365446 362086 362086 15003360 8583 8583 15011943 PART X, LINE 2: NTCA EVALUATED ITS TAX POSITIONS AND DETERMINED THAT ITS POSITIONS ARE MORE LIKELY THAN NOT TO BE SUSTAINED ON EXAMINATION. PART XI, LINE 4B - OTHER ADJUSTMENTS: RENTAL EXPENSES -362,086. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES 362,086. X 1 1 X X X X 0 1 0 SHIRLEY BLOOMFIELD CHIEF EXECUTIVE OFFICER 656833 0 82500 0 0 0 236352 0 30693 0 1006378 0 0 0 MICHAEL VIANDS CHIEF FINANCIAL OFFICER 190563 0 16000 0 0 0 46835 0 33478 0 286876 0 0 0 MICHAEL ROMANO SENIOR VP OF INDUSTRY AFFAIRS 343973 0 30000 0 0 0 92481 0 37303 0 503757 0 0 0 LORI FISCHETTI SENIOR VP OF STAFF & MEMBER ENGAGEME 216117 0 22500 0 0 0 54216 0 15174 0 308007 0 0 0 JILL CANFIELD VP OF LEGAL & INDUSTRY, ASSISTANT GE 190788 0 6250 0 0 0 46519 0 33032 0 276589 0 0 0 JOSHUA SEIDEMANN VP OF POLICY 194082 0 1750 0 0 0 46247 0 8878 0 250957 0 0 0 LEIF OVESON VP OF LEGISLATIVE AFFAIRS 164774 0 6750 0 0 0 41418 0 25700 0 238642 0 0 0 PART I, LINE 1A SHIRLEY BLOOMFIELD RECIEVED $744 IN TRAVEL FOR COMPANIONS WHICH WAS INCLUDED IN TAXABLE COMPENSATION. PART I, LINE 4B SHIRLEY BLOOMFIELD - 457(F) PLAN CONTRIBUTION - 171,743 MICHAEL ROMANO - 457(F) PLAN CONTRIBUTION - 27,872 FORM 990, PART VI, SECTION A, LINE 6 THERE SHALL BE TWO (2) CATEGORIES OR CLASSES OF VOTING MEMBERS: ILEC MEMBER: AN ILEC MEMBER IS AN INCUMBENT LOCAL EXCHANGE CARRIER (ILEC) ACCORDING TO SECTION 251(H) OF THE COMMUNICATIONS ACT OF 1934, AS AMENDED, THAT ON THE DATE OF ENACTMENT OF THE TELECOMMUNICATIONS ACT OF 1996 WAS THE LOCAL EXCHANGE CARRIER THAT WAS: (1) PROVIDING TELEPHONE EXCHANGE SERVICE IN AN AREA; AND (2) DEEMED TO BE A MEMBER OF THE NATIONAL EXCHANGE CARRIER ASSOCIATION, OR IS A PERSON OR ENTITY THAT ON OR AFTER THE DATE OF THE ACT'S ENACTMENT BECAME A SUCCESSOR OR ASSIGNEE OF THE ILEC. A LOCAL EXCHANGE CARRIER THAT THE FEDERAL COMMUNICATIONS COMMISSION HAS BY RULE PROVIDED FOR THE TREATMENT AS AN INCUMBENT LOCAL EXCHANGE CARRIER MAY ALSO BE AN ILEC MEMBER. ANY NEW ILEC MEMBER MUST PROVIDE FIXED VOICE AND/OR BROADBAND INTERNET ACCESS SERVICES TO LESS THAN 50,000 CUSTOMERS ON THE DATE IT JOINS THE ASSOCIATION. HOWEVER, A MEMBER MAY RETAIN MEMBERSHIP IF IT SUBSEQUENTLY EXCEEDS THE 50,000 CUSTOMER LIMIT. THE ILEC MAY BE STRUCTURED AS EITHER A COOPERATIVE ASSOCIATION OR COMMERCIAL COMPANY WHICH MUST BE DESIGNATED ON THE MEMBERSHIP APPLICATION. A MEMBER IS CLASSIFIED AS A COOPERATIVE ENTITY IF IT IS A COOPERATIVE ASSOCIATION, MUTUAL ASSOCIATION, OR OTHER NONPROFIT CORPORATION INCUMBENT LOCAL EXCHANGE CARRIER. A MEMBER IS CLASSIFIED AS A COMMERCIAL ENTITY IF IT IS A STOCK CORPORATION, A LIMITED LIABILITY COMPANY, OR ANY OTHER FORM OF FOR-PROFIT CORPORATE STRUCTURE INCUMBENT LOCAL EXCHANGE CARRIER. COMMUNICATIONS COMPANIES WHO ARE ELIGIBLE FOR ILEC MEMBERSHIP ARE NOT ELIGIBLE FOR OTHER CLASSES OF MEMBERSHIP. ILEC MEMBERS ARE VOTING EMBERS OF THE ASSOCIATION. ANY ILEC OWNED BY MULTIPLE ENTITIES MUST JOIN AS A SEPARATE/FULL DUES PAYING ILEC MEMBER. COMMONLY OWNED OR CONTROLLED ILEC MEMBER: A COMMONLY OWNED OR CONTROLLED ILEC MEMBER IS AN ORGANIZATION WITH COMMON OWNERSHIP AND/OR CONTROL OF TWO OR MORE TELECOMMUNICATIONS PROVIDERS THAT QUALIFY FOR ILEC MEMBERSHIP. THE CONTROLLING/HOLDING COMPANY IS NOT REQUIRED TO JOIN THE ASSOCIATION. HOWEVER, ALL AFFILIATED ILEC'S MUST JOIN THE ASSOCIATION, WITH ONLY THE LARGEST ILEC PAYING THE FULL DUES AND HAVING VOTING RIGHTS AS AN ILEC MEMBER. COMMONLY OWNED OR CONTROLLED ILEC MEMBERS WILL SELF-SELECT TO BE DESIGNATED AS EITHER A "COOPERATIVE ASSOCIATION OR "COMMERCIAL ENTITY", AS DEFINED UNDER THE ILEC MEMBERSHIP DEFINITION NOTED ABOVE. THE FOLLOWING APPLIES TO ALL MEMBER CATEGORIES: ALL MEMBER COMPANIES MUST BE IN SYMPATHY AND ACCORD WITH THE PURPOSE OF NTCA AS SET FORTH IN THE ASSOCIATION'S BYLAWS AND WITH THE MEMBERSHIP AT LARGE. FOR PURPOSES OF ELECTING DIRECTORS PURSUANT TO ARTICLE IV, SECTION 4 OF THESE BYLAWS, A MEMBER THAT IS A COOPERATIVE ASSOCIATION MAY ONLY VOTE FOR A CANDIDATE FROM A COOPERATIVE ASSOCIATION AND A MEMBER THAT IS A COMMERCIAL ENTITY MAY ONLY VOTE FOR A CANDIDATE FROM A COMMERCIAL ENTITY. THE BOARD MAY ESTABLISH SPECIAL ADDITIONAL CATEGORIES OF NON-VOTING MEMBERSHIP AS IT MAY DEEM APPROPRIATE AND UNDER TERMS AND CONDITIONS THAT IT MAY SPECIFY. HOWEVER, NOTWITHSTANDING THE PRECEDING SENTENCE, ANY SPECIAL CATEGORY OF NON-VOTING MEMBER ESTABLISHED BY THE BOARD SHALL BE SUBJECT TO ALL THE ELIGIBILITY REQUIREMENTS PLACED ON MEMBERS WITH REGARD TO PARTICIPATION (OR CONTINUED PARTICIPATION) IN ANY ASSOCIATION-SPONSORED EMPLOYEE BENEFITS PLAN OR PROGRAM. PROVIDED FURTHER, NO PERSON ADMITTED TO MEMBERSHIP UNDER A SPECIAL CATEGORY CREATED BY THE BOARD SHALL BE ELIGIBLE TO SERVE ON THE BOARD OR AS AN OFFICER OF THE ASSOCIATION. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBERS OF EACH REGION SHALL ELECT TWO DIRECTORS ACCORDING TO ELECTION PROCEDURES APPROVED BY THE BOARD AND IN A MANNER CONSISTENT WITH APPLICABLE LAW, THE ARTICLES OF INCORPORATION AND THESE BYLAWS. SUBJECT TO THE ARTICLES OF INCORPORATION AND THESE BYLAWS, EACH REGION SHALL BE THE JUDGE OF THE QUALIFICATIONS OF THE INDIVIDUALS ELECTED AS ITS DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B THE ASSOCIATION'S BYLAWS MAY BE ALTERED, AMENDED OR REPEALED IF NOT LESS THAN TWO-THIRDS (2/3) OF THE BOARD OF DIRECTORS VOTES TO PRESENT THE MEMBERS WITH THE PROPOSED REVISED BYLAWS, AND THEREAFTER, THERE IS AN AFFIRMATIVE VOTE OF NOT LESS THAN TWO-THIRDS (2/3) OF THE MEMBERS VOTING AT ANY REGULAR OR SPECIAL MEETING, PROVIDED THAT THE OFFICIAL NOTICE OF SUCH REGULAR OR SPECIAL MEETING CONTAINS A COPY OF THE PROPOSED ALTERATION, AMENDMENT OR REPEAL. FORM 990, PART VI, SECTION B, LINE 11B THE BOARD DOES NOT REVIEW THE 990 PRIOR TO FILING. THE 990 IS REVIEWED BY THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C THE ASSOCIATION'S CONFLICT OF INTEREST POLICY APPLIES TO ALL BOARD MEMBERS AND OFFICERS. WHEN A PERSON BECOMES AWARE OF AN ACTUAL OR POTENTIAL CONFLICT, THEY DISCLOSES ALL RELEVANT INFORMATION TO THE BOARD CHAIR OR VICE CHAIR, REMOVE THEMSELVES FROM ALL DISCUSSIONS OF THE MATTER, AND REMOVE THEMSELVES FROM ALL VOTES ON THE MATTER. THE BOARD MAY VOTE TO ENTER THE TRANSACTION IF IT DETERMINES THAT THE TRANSACTION IS IN THE ASSOCIATION'S BEST INTEREST. ALL RELEVANT INFORMATION IS DOCUMENTED IN THE MEETING MINUTES. IF A PERSON VIOLATES THE ASSOCIATION'S CONFLICT OF INTEREST POLICY, THEY INFORM THE PRESIDENT OF THE BOARD AND THE ASSOCIATION'S GENERAL COUNSEL, WHO TAKE APPROPRIATE ACTION. FORM 990, PART VI, SECTION B, LINE 15 THE CHIEF EXECUTIVE OFFICER'S COMPENSATION IS REVIEWED BY AN INDEPENDENT COMPENSATION CONSULTANT THAT DOES A COMPARISON OF LIKE POSITIONS IN THE AREA AND PRESENTS THE STUDY TO THE NTCA BOARD FOR APPROVAL. THIS PROCESS IS DOCUMENTED IN THE BOARD MEETING MINUTES. OTHER OFFICERS AND KEY EMPLOYEES' COMPENSATION IS REVIEWED BY A COMPENSATION CONSULTANT EVERY FIVE YEARS. CHANGES IN COMPENSATION ARE PRESENTED AND APPROVED BY THE CHIEF EXECUTIVE OFFICER. THIS PROCESS WAS LAST CONDUCTED IN 2015 FOR THE CHIEF EXECUTIVE OFFICER, AND THE OTHER OFFICERS AND KEY EMPLOYEES' COMPENSATION WAS REVIEWED INTERNALLY BY THE ASSOCIATION IN 2015. FORM 990, PART VI, SECTION C, LINE 19 THE ASSOCIATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. PART XII, LINE 2C THERE WAS NO CHANGE TO THE PROCESS OF OVERSIGHT OF SELECTION OF THE INDEPENDANT AUDITORS OR TO THE OVERSIGHT OF THE AUDIT. FOUNDATION FOR RURAL SERVICE 4121 WILSON BOULEVARD 10TH FLOOR ARLINGTON VA 22203 521889647 PROMOTE, EDUCATE, AND ADVANCE RURAL TELECOMMUNICATIONS VA 501(C)(3) LINE 11 NTCA 1 NTCA GROUP HEALTH PROGRAM 4121 WILSON BOULEVARD 10TH FLOOR ARLINGTON VA 22203 521043923 HEALTH AND WELFARE BENEFITS VA 501(C)(9) N/A NTCA 1 NTCA MASTER TRUST FOR DEFERRED COMP PLANS 4121 WILSON BOULEVARD 10TH FLOOR ARLINGTON VA 22203 566678513 DEFERRED COMPENSATION VA 501(C)(9) N/A NTCA 1 NTCA REGIONAL RETIREE MEDICAL FUNDING TRUST I 4121 WILSON BOULEVARD 10TH FLOOR ARLINGTON VA 22203 526737391 POST RETIREMENT BENEFITS DC 501(C)(9) N/A NTCA 1 NTCA REGIONAL RETIREE MEDICAL FUNDING TRUST II 4121 WILSON BOULEVARD 10TH FLOOR ARLINGTON VA 22203 521889144 POST RETIREMENT BENEFITS DC 501(C)(9) N/A NTCA 1 NTCA NATIONAL RETIREE MEDICAL FUNDING TRUST 4121 WILSON BOULEVARD 10TH FLOOR ARLINGTON VA 22203 526685526 POST RETIREMENT BENEFITS DC 501(C)(9) N/A NTCA 1 NTCA RETIREMENT AND SECURITY PROGRAM 4121 WILSON BOULEVARD 10TH FLOOR ARLINGTON VA 22203 521558805 DEFINED BENEFIT PLAN VA 501(C)(9) N/A NTCA 1 NTCA SAVINGS PLAN 4121 WILSON BOULEVARD 10TH FLOOR ARLINGTON VA 22203 521522857 DEFINED CONTRIBUTION PLAN VA 501(C)(9) N/A NTCA 1 NTCA PAC 4121 WILSON BOULEVARD 10TH FLOOR ARLINGTON VA 22203 521674218 VOLUNTARY, NON-PARTISAN POLITICAL ACTION COMMITTEE VA 527 N/A NTCA 1 SERVICES MANAGEMENT CORPORATION 30 TOWN SQUARE BOULEVARD SUITE 300 ASHEVILLE NC 28801 521200541 ADMINISTER BENEFIT PLANS NC NTCA C 18140629 13991301 1.00000 0 1 1 0 0 0 0 0 0 0 1 1 1 1 1 1 0 0 0 0 SERVICES MANAGEMENT CORPORATION A 311167 FAIR MARKET VALUE SERVICES MANAGEMENT CORPORATION P 655000 FAIR MARKET VALUE SERVICES MANAGEMENT CORPORATION Q 1996600 FAIR MARKET VALUE FOUNDATION FOR RURAL SERVICE A 50919 FAIR MARKET VALUE FOUNDATION FOR RURAL SERVICE B 50000 FAIR MARKET VALUE