2020-11-10T07:20:24-06:00 2019-12-31 410746749 CLIFTONLARSONALLEN LLP 901 N GLEBE ROAD SUITE 200 ARLINGTON VA 22203 990 2019-01-01 520741336 NATIONAL TELECOMMUNICATIONS COOPERATIVE ASSOCIATION NATI 7033512000 4121 WILSON BOULEVARD NO FL 10 ARLINGTON VA 22203 SHIRLEY BLOOMFIELD CHIEF EXECUTIVE OFFICER 7033512000 2020-11-02 1 AMY CHAPMAN P00843460 5712279500 2020-11-02 108.48.156.67 2020-11-02 08:45:26 ES P DFE28471C993C14382B776095CFB395F51D4BA2F 87826B80F82B7742AC94E6ED7EC5993094E974B0 2019 2021-04-22 16:20:28Z SHIRLEY BLOOMFIELD 4121 WILSON BOULEVARD NO FL 10 ARLINGTON VA 22203 17795093 0 X WWW.NTCA.ORG X 1954 VA TO PROMOTE AND SUSTAIN ADVANCED COMMUNICATIONS SERVICES IN RURAL AMERICA. 12 12 54 4 2429502 109032 1408257 1329057 12379106 13016012 1063908 1123175 475499 590287 15326770 16058531 0 50000 0 0 8492762 8716496 0 0 0 6519181 7349904 15011943 16116400 314827 -57869 30020788 32882807 8116408 8326384 21904380 24556423 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 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 1 89 0 54 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 BLOOMFIELD SHIRLEY CHIEF EXECUTIVE OFFICER 37.50 6.00 X 816912 0 287224 MICHAEL ROMANO SENIOR VP OF INDUSTRY AFFAIRS & BUSINESS DEVELOPME 37.50 X 395473 0 135133 MICHAEL VIANDS CHIEF FINANCIAL OFFICER 37.50 6.00 X 213101 0 85948 JILL CANFIELD VP OF LEGAL 37.50 X 201213 0 84018 JOSHUA SEIDEMANN VP OF POLICY 37.50 X 203522 0 57529 JENNIFER JUSHCHUK VP OF TECH, TALENT & CONSULTING 37.50 X 183978 0 66332 LEIF OVESON VP OF LEGISLATIVE AFFAIRS 37.50 X 180274 0 68933 KEVIN BEYER CHAIR 5.00 X X 9000 0 0 DON BITZ DIRECTOR 5.00 X 6649 0 0 JOHN KLATT DIRECTOR 5.00 X 6117 0 0 ALLEN HOOPES VICE CHAIR 5.00 X X 6000 0 0 FREDERICK JOHNSON SECRETARY-TREASURER 5.00 X X 6000 0 0 BARRY ADAIR DIRECTOR 5.00 X 6000 0 0 DOUG BOONE DIRECTOR 5.00 X 6000 0 0 WILLIAM HEGMANN DIRECTOR 5.00 X 6000 0 0 KEITH OLIVER DIRECTOR 5.00 X 6000 0 0 RUSSELL MOORE DIRECTOR 5.00 X 6000 0 0 MIKE GRISHAM DIRECTOR 5.00 X 0 0 0 RON HINDS DIRECTOR 5.00 X 0 0 0 DON RICHARDS DIRECTOR 5.00 X 0 0 0 ROXIE MAYBERRY DIRECTOR 5.00 X 0 0 0 2258239 0 785117 23 0 1 0 ASSOCIATION CONSULTING GROUP INC 10632 LITTLE PATUXENT PKWY 220 COLUMBIA MD 21044 SOFTWARE PROVIDER 270862 POWER PLUS SOUND & LIGHTING INC 2445 GRAND AVENUE VISTA CA 92081 EQUIPMENT RENTAL 169325 MARRIOTT BUSINESS SERVICES PO BOX 744611 ATLANTA GA 30384 LODGING 166028 GROOM LAW GROUP CHARTERED 1701 PENNSYLVANIA AVENUE NW WASHINGTON DC 20006 LEGAL SERVICES 158852 BAKER & HOSTETLER LLP PO BOX 70189 CLEVELAND OH 70189 LEGAL SERVICES 120000 10 1329057 1329057 MEMBERSHIP DUES 900099 5913160 5913160 CONFERENCES & MEETINGS 900099 4509823 4509823 MANAGEMENT FEE INCOME 561000 2082850 2082850 PUBLICATIONS 900099 389052 163527 225525 DOMESTIC & INTERNATIONAL COUNSELI 561000 121127 121127 13016012 872478 872478 99953 99953 365051 365051 0 1622208 1371511 250697 250697 250697 PLAN DESIGN 900099 339640 339640 150694 150694 490334 16058531 10586510 2429502 1713462 50000 1466951 5213228 797433 858082 380802 674000 21583 45115 6193 449478 69552 604461 1211444 132349 2276465 1158 207552 76579 PLAN DESIGN & NIHS SUBC 437037 BOARD & GENERAL COUNSEL 264641 MEMBER SERVICES & PUBLI 250750 TAXES & BANK CHARGES 234869 386678 16116400 3155144 3031692 55456 94887 313146 264484 3173556 2683207 610468 490349 22366436 24803352 212200 212200 3307938 3985843 30020788 32882807 551540 934026 4670867 4352689 2894001 3039669 8116408 8326384 X 21669027 24343356 235353 213067 21904380 24556423 30020788 32882807 -57869 2709912 0 X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 5913160 1708964 1708964 1732128 -23164 718214 588323 129891 966424 882722 83702 1488918 1212162 276756 490349 INVESTMENT IN DEFERRED COMP PROGRAM 1241547 R&S PLAN PREFUNDING 2744296 3985843 DEFERRED COMP PROGRAM LIABILITY - NTCA EMPLOYEES 1241547 DUE TO FOUNDATION FOR RURAL SERVICE 87852 DEFERRED LEASE AND IMPROVEMENT ALLOWANCE 643970 DUE TO BENEFIT PLANS OF NTCA AND MEMBERS 1026396 DUE TO SERVICES MANAGEMENT CORPORATION 3680 CAPITAL LEASE LIABILITY 36224 3039669 X PART X, LINE 2: NTCA IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(6) OF THE INTERNAL REVENUE CODE (IRC) AND IS SUBJECT TO TAXATION ONLY FOR INCOME DEFINED AS UNRELATED BUSINESS INCOME. NTCA EVALUATED ITS TAX POSITIONS AND DETERMINED THAT ITS POSITIONS ARE MORE LIKELY THAN NOT TO BE SUSTAINED ON EXAMINATION. 0 FOUNDATION FOR RURAL SERVICES 4121 WILSON BOULEVARD ARLINGTON VA 22203 521889647 501(C)(3) 50000 GENERAL SUPPORT 1 0 X 1 1 X X X X 0 1 0 BLOOMFIELD SHIRLEY CHIEF EXECUTIVE OFFICER 726000 0 90750 0 162 0 256312 0 30912 0 1104136 0 0 0 MICHAEL ROMANO SENIOR VP OF INDUSTRY AFFAIRS & BUSI 366973 0 28500 0 0 0 94905 0 40228 0 530606 0 0 0 MICHAEL VIANDS CHIEF FINANCIAL OFFICER 198401 0 14700 0 0 0 51196 0 34752 0 299049 0 0 0 JILL CANFIELD VP OF LEGAL 196713 0 4500 0 0 0 48850 0 35168 0 285231 0 0 0 JOSHUA SEIDEMANN VP OF POLICY 200172 0 3350 0 0 0 48447 0 9082 0 261051 0 0 0 JENNIFER JUSHCHUK VP OF TECH, TALENT & CONSULTING 169128 0 14850 0 0 0 34580 0 31752 0 250310 0 0 0 LEIF OVESON VP OF LEGISLATIVE AFFAIRS 174974 0 5300 0 0 0 42725 0 26208 0 249207 0 0 0 PART I, LINE 1A SHIRLEY BLOOMFIELD RECIEVED $2,354 IN TRAVEL FOR COMPANIONS WHICH WAS INCLUDED IN TAXABLE COMPENSATION. PART I, LINE 4B SHIRLEY BLOOMFIELD - 457(F) PLAN CONTRIBUTION - $190,516 MICHAEL ROMANO - 457(F) PLAN CONTRIBUTION - $32,201 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. THIS PROCESS WAS LAST CONDUCTED IN 2018. HOWEVER, THE ANNUAL SALARY INCREASE AND BONUS FOR THE CEO ARE APPROVED BY THE BOARD EVERY YEAR WHILE THE INDEPENDENT CONSULTANT STUDY IS BEING DONE ONCE EVERY FIVE YEARS. 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 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. 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 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 313547 FAIR MARKET VALUE SERVICES MANAGEMENT CORPORATION P 674000 FAIR MARKET VALUE SERVICES MANAGEMENT CORPORATION Q 2082850 FAIR MARKET VALUE FOUNDATION FOR RURAL SERVICE A 51505 FAIR MARKET VALUE FOUNDATION FOR RURAL SERVICE B 50000 FAIR MARKET VALUE