Santel Policies, Terms, & Conditions
AGREEMENT FOR SERVICES
1. SERVICE AGREEMENT. This Agreement governs your services relationship with Santel Communications Cooperative, Inc. (together with any subsidiaries or affiliates providing your services or related facilities, (Company) for voice, Internet, video or related services and facilities (“Service”). Previously, the Company provided local exchange voice service pursuant to a Tariff filed with the South Dakota Public Utilities Commission (SD PUC). Because of changes to applicable law and regulations, the Company no longer files or maintains a Local Services Tariff. Instead, we now provide all our Services pursuant to this Agreement, including the additional Terms of Service incorporated herein by reference.
2. ACCEPTANCE. Your acceptance of this Agreement occurs upon any of the following: (a) you provide a written or electronic signature expressly accepting this Agreement; (b) you orally or electronically order and/or activate Service; or (c) you use Service, following notification that this Agreement will apply to your ongoing use of such Service, including any future amendments.
3. ADDITIONAL TERMS OF SERVICE. Company provides Service pursuant to a Certificate of Authority issued by the SD PUC. We also provide Service subject to our Services Catalog, which includes: (a) this Agreement (b) our applicable rules, regulations and rate schedules for each service, which are incorporated herein by reference and (c) applicable rules and regulations of the SD PUC or FCC. The current version of our Services Catalog available on our website at www.santel.coop/terms-conditions. A current version is also available at our business office(s) and will be provided or made available to you upon request. This Agreement incorporates by reference the prices, charges terms and conditions included in our Services Catalog.
4. RIGHTS AND RESPONSIBILITIES. This Agreement is our standard service agreement for all our services. Under this Agreement, we agree to provide and bill for any Service, and you agree to use and pay for such Service, as provided herein and in our other applicable Terms of Service. Our rights and responsibilities, and your rights and responsibilities, are as set forth in this Agreement and our other applicable Terms of Service.
5. TERM. This Agreement shall commence on the date of your acceptance and shall continue month-to-month (or, in some cases for an established minimum term) as provided in our applicable Terms of Service. Either party may terminate this Agreement or any Service in accordance with our applicable Terms of Service, unless you agree to any term commitment for any service. Termination of this Agreement or any Service shall not waive or release your obligation to pay for Service provided prior to such termination as well as any other applicable fees and charges, as provided in our Terms of Service.
6. RATES; PAYMENT. Nonrecurring and recurring charges for Service are as set forth in our applicable Terms of Service. Except as otherwise noted, Service pricing is exclusive of applicable local, state and federal taxes and regulatory fees, assessments and surcharges. All Service charges, along with applicable local, state and federal taxes and regulatory fees, assessments and surcharges, will be itemized on your invoice. Failure to pay invoices when due may result in late payment penalties or suspension or disconnection of Service as provided in our applicable Terms of Service.
7. CHANGES TO TERMS. We reserve the right to change our Terms of Service (including rates or any other terms and conditions of Service) upon reasonable written notice to you. The notice may be provided on your monthly bill, as a bill insert, by email, on our website, or by other written communication or other form of notice permitted or required by applicable laws and regulations. If you elect not to cancel your Service and continue to use Service after the communicated effective date of any such changes, your continued use of Service will constitute acceptance of the modified Terms of Service.
8 .CHANGES TO SERVICE. We may, from time to time, modify the Service to reflect improvements and other changes and modifications to our network. In addition, we reserve the right to discontinue or limit Service as required to comply with or satisfy our obligations under applicable laws or regulations, including when changes to or interpretations of such laws and regulations have a material, adverse effect on the business, technical or economic feasibility of providing Service, as determined by us in our reasonable judgment.
9. ACCESS TO SERVICE PREMISES. We may enter into, upon and over your Service premises periodically during the term of this Agreement to install, connect, inspect, maintain, repair, alter, disconnect and remove our facilities and equipment used to provide Service. To the extent the same is consistent with your ownership of the premises, you grant the Company a temporary and permanent easement to construct, install, maintain, and/or replace Service facilities and to install, connect, inspect, maintain, repair, alter, disconnect and remove all facilities and equipment necessary to provide Service. In the event you are not the owner of the premises upon which installation is requested, you warrant to the Company that you have obtained the consent of the owner of the premises for the Company to install and maintain its facilities and equipment as contemplated herein.
10. CREDIT CHECK; DEPOSITS. In connection with your request or application for any Service, we may investigate your credit-worthiness, including obtaining one or more reports or ratings from one or more independent credit reporting or credit scoring agencies. We may require a deposit for you to establish or maintain Service. The deposit amount, the length of time we hold the deposit and changes to the deposit amount are determined based on your credit and payment history, our Terms of Service and any applicable laws or regulations. If Service is canceled or disconnected for any reason, we may, subject to our Terms of Service and applicable law and regulations, apply your deposit toward payment of outstanding charges.
11. SERVICE ACCOUNTS. Service accounts are assigned to customers only, and the customer in whose name the account is established will be treated as the account owner for all purposes. Account owners may designate one or more “authorized users” who will have access to account information and may make certain account changes in accordance with our policies and applicable laws and regulations. As the owner of the account, you are responsible for designating (or changing the designation) of any authorized users. You will hold the Company harmless from any claims arising from account instructions given or inquiries made by you or any authorized user. You are responsible for keeping all account and billing data with the Company up-to-date and accurate. Furnishing false data to the Company is grounds for immediate disconnection of Service and may subject you to civil or criminal liability.
12. USE OF CUSTOMER INFORMATION. From time to time the Company can provide the Customer with Services marketing or educational information based on existing or presumed use of one or more Company Services. To the extent Company uses Customer’s information in its possession it is called Customer Proprietary Network Information or CPNI. The Company may use CPNI to advise the Customer on utilizing existing or new related Services. The Company does not sell or provide this information to any third parties, other than the E911 records required by law, if you are a telephone customer. Customer has a right to restrict Company’s access to CPNI. If you choose to opt-out of the Company’s use of CPNI, please contact our business office to be placed on a list where we will not use your CPNI. Further, the Customer hereby gives Company permission to contact them at the phone number or email listed in the Service Agreement about future Services that the Company will be offering that may be of interest to Customer.
13. NO RESALE OF SERVICES OR USE OF SERVICES BY OTHERS. Services provided by the Company are for the sole use of the Customer and not for resale or license of any nature whatsoever without prior consent of the Company, which may be given or withheld in its sole discretion. Customer is and shall be responsible for any misuse of Services, even if the inappropriate activity was committed by a friend, family member, guest, employee, or any other person with access to Customer’s account.
14. RESPONSIBILITY FOR EQUIPMENT SUPPLIED. Equipment installed by the Company at Customer’s premises, which is not purchased by Customer, shall always remain the sole property of the Company. Customer assumes all risk of loss and/or damage of any kind to such equipment from any cause other than failure due to normal wear . Upon termination of Service, Customer shall return provided equipment to the Company’s business office. At the Companies’ discretion, the Company may choose to remove equipment at the Service location and the Customer authorizes the Company to recover the equipment from Service premises during reasonable hours. In the event Customer should refuse to return the equipment, or the same is lost, altered, destroyed, damaged or stolen, Customer shall pay the Company the reasonable replacement cost of the equipment, plus any costs incurred by the Company arising from the loss of or damage to the equipment.
15. FEDERAL LIFELINE PROGRAM. The Company is an eligible telecommunications carrier (ETC) within all its service area, meaning that it provides certain services supported by the federal Universal Service Fund, including the federal “Lifeline” program for qualifying low-income consumers. Lifeline is a government benefit program which provides a monthly credit toward a qualified low-income subscriber’s telephone or Internet bill. Only eligible low-income consumers may enroll in the Lifeline program. Consumers who meet eligibility criteria must also complete documentation necessary for enrollment. Lifeline assistance is non-transferable, and eligible subscribers may receive assistance from only one wireline or wireless telecommunications provider per household. If you believe you may qualify for the Lifeline program, please visit our website at www.santel.coop/terms-conditions or contact us to discuss program details, eligibility requirements or to request a Lifeline application. Consumers who willfully make false statements to obtain the benefit can be punished by fine or imprisonment or can be barred from the program.
16. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN OUR TERMS OF SERVICE, WE MAKE NO WARRANTIES WITH RESPECT TO ANY SERVICE OR FACILITIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES CONCERNING THE SPECIFIC FUNCTION OF ANY SERVICE OR FACILITIES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR SPECIFIC NEEDS. TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF SATISFACTORY QUALITY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
17. LIMITATION ON REMEDIES. In addition to any other limitation on remedies or limitations of liability set forth in our Terms of Service or in applicable law or regulations, the Company shall not be liable for any delay or failure to provide Service at any time or from time to time, or any interruption or degradation of Service quality that is caused by any of the following: (a) an act or omission of an underlying carrier, service provider, vendor or other third party; (b) equipment, network or facility failure, including failure caused by the loss of power; (c) equipment, network or facility upgrade or modification; (d) force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and government actions; (e) equipment or facility shortage; (f) equipment or facility relocation; (g) any act or omission by you or any person using your Service; (h) theft, fraud or abuse of Service; or (i) any other cause that is beyond the Company’s reasonable control. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT, INCLUDING FOR ANY EXPRESS OR IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US FOR THE AFFECTED SERVICE OR FACILITIES, WHETHER SUCH CLAIM OR REMEDY IS SOUGHT IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. TO THE EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR TREBLED OR ENHANCED DAMAGES, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER SUCH DAMAGES ARE CLAIMED FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18. INDEMNIFICATION. You agree to indemnify the Company and our affiliates, officers, agents and employees from any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees arising from or related to your abuse or misuse of Service, or any other violation of this Agreement or our other Terms of Service.
19. GOVERNING LAW. This Agreement, and our contractual and service relationship with you, shall be deemed to have been made in and shall be governed by and construed in accordance with the substantive laws of the State of South Dakota without regard to the principles of conflicts of law.
20. INCORPORATION AND INTEGRATION. Our Terms of Service are incorporated into this Agreement. This Agreement, along with our other Terms of Service, constitute the entire agreement between the parties concerning our contractual service relationship, there being no prior written or oral promises or representations not incorporated herein or therein.
21. NO IMPLIED WAIVER. Our failure to exercise or enforce any provision of or rights under this Agreement or our other Terms of Service shall not constitute a waiver of any such provision or right.
22. SEVERABILITY. If any part or provision of this Agreement or our other Terms of Service is held, in whole or in part, to be invalid, illegal, or unenforceable by any law or regulation of any governmental or regulatory authority, or by the final determination of any court of competent jurisdiction, that part or provision will be construed consistent with applicable law or regulation as nearly as possible, and the remaining parts and provisions will remain in full force and effect. Such invalidity or non-enforceability will not invalidate or render unenforceable any other part or provision of this Agreement or our other Terms of Service.
23. ASSIGNMENT; BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; provided, however, you may not assign or transfer your rights or obligations under this Agreement without our express written consent. Unless consent is granted, all accounts must be closed and reopened under the name of a new customer for issuance of a new account number.
PHONE SPECIFIC TERMS AND CONDITIONS
24. DIRECTORY LISTING. Customer’s name, address, phone number and any other information listed on this Agreement is certified as correct by the Customer, and it is understood and agreed the Customer’s white page directory listing will appear using that information. It is Customer’s sole responsibility to inform the Company in writing of any change in the information, including telephone number and address, at least 90 days prior to the local telephone directory issue date, which will be provided to the Customer upon request. The Company assumes no liability for any errors in the listing and Customer releases the Company from any damages for any error in the directory listing.
25. 911/SERVICE ADDRESS. The Company has determined your 911 address to be one and the same as your Service Address portion of your records. Verification of this address will ensure emergency personnel are directed to the correct location when dispatched.
INTERNET SPECIFIC TERMS AND CONDITIONS
26. SERVICES. The Company will provide, and Customer will purchase Internet access on the terms and conditions set forth in this Agreement and the Company’s Acceptable Use Policy (AUP). The Customer will comply with the Companies’ AUP as published at www.santel.coop/terms-conditions.
27. NETWORK AVAILABILTITY. Based on network availability, Internet access service is a “best efforts” service, which can provide upstream and downstream speeds selected by the Customer. The actual speed experienced by the Customer may vary and depend on several factors not limited to, but including, Customer location, the destination on Internet, traffic on Internet or other factors not controllable by the Company. No minimum level of speed is guaranteed without a specific Service Agreement.
28. EQUIPMENT NETWORK ADDRESS. To use the Services, the Company will provide to the Customer a non-portable TCP/IP network address(es). Any pre-existing Customer network address(es), because of the Companies’ network configuration, may not be routable on the Company’s’ network.
29. MINIMUM SYSTEM REQUIREMENTS AND WIRING. Customer acknowledges that any computer or other Customer equipment must meet minimum system requirements to access the Services. Customer also agrees and acknowledges that certain inside wiring and/or equipment may be necessary to complete installation for the Services. Any fees for such wiring and/or equipment will be billed to the Customer based on the prevailing hourly rate for the Company technicians and the cost of such equipment.
30. CUSTOMER EQUIPMENT. The Company is not responsible for any personal computer or network malfunctions and/or damage to the Customer’s hardware or software. If any of Customer’s equipment requires modification or reprogramming to make it compatible with the Company provided Service, the Company shall not be liable for any applicable costs associated with modification or reprogramming charges.
31. ALLOWED USE. The Company is providing Internet access service on a retail basis to the Customer. The Customer agrees to utilize the service exclusively and not to provide access to third parties either through “sharing” or “Resale” unless with advance written approval from the Company. The sharing of passwords or accounts is strictly prohibited. Web page HOSTING and CACHEING are services prohibited with your retail Internet access service. Any evidence of the services prohibited within this Agreement would be a breach of this Agreement and immediate termination of the Internet access connection without prior notice would occur upon determination of these services being offered.
32. SECURITY. Customer is solely responsible for the security of any device Customer chooses to connect to the Services, including any data stored on that device. The Company recommends against enabling file or printer sharing of any nature whatsoever. The Company recommends that any files or services Customer chooses to make available for remote access be protected with a password or other security device. The Company recommends that Customer install a firewall to ensure the privacy of Customer’s communications and to protect its data and network. Customer expressly assumes all risks relating to the security of its communications, data and network and its potential unauthorized access by others.
Last modified 12/01/2018
Use of Santel services constitutes acceptance of these Terms and Conditions.
Santel has zero tolerance for Unsolicited Broadcast Email and Unsolicited Commercial Email (“UBE/UCE”, commonly known as “Spam”) whether originating from customers, from customers’ customers, or from customers who provide services which are used to support spam.
Definition of Spam
Santel defines spam as unsolicited broadcast or commercial email that is sent to addresses that do not affirmatively and verifiably request such material from that specific sender, including but not limited to advertising, surveys, information pieces, third party spamming, website addresses, sales, and auctions.
Santel Internet’s customers and customers of Santel’s customers are prohibited from sending and shall not allow their connection to Santel Internet to be used for sending spam. Mail senders are required to maintain records that verify, on a case by case basis, that explicit affirmative permission was obtained from recipients before mailing. Lack of such records can be considered, at Santel sole discretion, proof that permission was not obtained.
Santel Internet customers are responsible for ensuring that they, their customers, and their respective agents and contractors abide by this policy. Santel Internet customers will be held responsible for all traffic sent through their connection to Santel Internet. Customers are also responsible for ensuring that they do not advertise or promote themselves through spam.
If Santel Internet receives a complaint, it will be forwarded to the customer for a response and complete resolution. If it is determined that the customer has used a Santel Internet connection to support spam, their account is subject to immediate suspension and/or termination.
Why this policy?
Unlike senders of traditional junk mail who are required to pay for envelopes, materials and postage, senders of spam can, given the nature of the Internet, impose undue financial burdens on the recipients of their messages at little or no cost to themselves. These include things such as the cost imposed on the recipients in bandwith to deliver the spam, and time and money wasted in filtering out and deleting spam and changing email addresses. Santel Internet believes that users of the Internet should not be forced to incur such expenses without their consent. As a result, Santel Internet believes that the elimination of spam will result in a better and less expensive Internet experience for all internet users and will allow Santel Internet to provide better and more efficient service to its customers.
If you have been spammed by one of our customers, please notify us by sending a copy of the message you received to firstname.lastname@example.org. Immediate attention will be given to the matter. Please be aware that it is not uncommon for spammers to hide behind someone else’s email account, as well as use mail servers that they do not own. By sending us a copy of the message you received, we will be able to determine enough information to accurately handle the situation. By examining the full message headers of the offending message, useful information can be obtained about the actual sender.
Spam filtering is FREE for each Santel email account. Spam Filtering detects and stops any incoming email that it thinks is junk/spam email. Email messages that are caught by Spam Filtering are available for you to view and are stored for 2 weeks before they are automatically deleted.
Last modified 12/01/2018
Santel Communications Cooperative Inc. and its affiliates or subsidiaries (hereafter referred to as “Santel”) strive at all times to respect a customer’s desire for privacy. We obtain and use individual customer information for business purposes only. The information is used to enable us to provide our customers with the best service possible. Customer information may also be used to protect customers, employees and property against fraud, theft, or abuse and to maintain good customer relations. Our employees are responsible for safeguarding individual customer information and communications. All personnel are aware of and protect the privacy of all forms of customer communications and information.
Privacy for Internet Service Subscribers
Santel does not track its user’s activities on the Internet. We monitor traffic in the aggregate in order to improve our Internet services and web site.
Customer Proprietary Network Information (CPNI)
It is the policy of Santel to maintain and protect the confidential and proprietary network information it possesses of its customers. Unless required to do so by law or unless such information will assist Santel in providing telecommunications services, no customer confidential or proprietary information will be given to any third parties. For the purposes of this policy, “customer confidential or proprietary information” does not include any information published in any telephone directory.
Privacy of Information
One can visit and use our web site with complete privacy. A web site visitor can chose to provide customer‐specific information by ordering a product or service, sending us e‐mail or using our convenient on‐line tools. Any information provided by a web site visitor is held strictly confidential by Santel or by its authorized agent and will not be sold or provided to any other organization or business.
Privacy of Personal Information
No personal information obtained on‐line is released outside of Santel or by its authorized agent, except with the customer’s permission, as required by law, for safety reasons, or to survey customer satisfaction. We use the information provided when placing an order to complete that order. Any information asked for on our website will only be used to process your request. We do not sell customer information to any outside party.
Any web sites of Santel may contain links to other web sites. We are not responsible for the content or privacy policies of other sites. Even though we will use our best efforts to assure privacy and confidentiality, material on the web, e‐mail, or other electronic communications cannot be guaranteed to be protected against access by unauthorized persons. Access by unauthorized persons can be obtained without your consent or our consent. This is simply a function of the technology in today’s environment.
To prevent unauthorized access, maintain data accuracy and ensure only appropriate use of information, appropriate safeguards have been established to secure the information collected on‐line.
To improve the services we offer, the information obtained about web users may be revised in the future. This privacy statement will be updated to reflect any future developments in our Internet business practices.
Electronic Communications Privacy Act (ECPA) Notice
Customers are hereby notified that SANTEL does NOT offer the same degree of privacy for email or files that the customer expects from regular paper mail.
Last modified 12/01/2018
ACCEPTABLE USE POLICY
This service may only be used for lawful purposes. Materials and/or transmissions in violation of any local, state or federal regulation(s) are prohibited. This includes, but is not limited to, copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secrets. Use of Information: Use of any information obtained via this service is at Customer’s risk. Santel specifically denies any responsibility for the accuracy or quality of information obtained through its services.
Santel or other relevant authorities may determine inappropriate usage of this account and the privilege may be revoked at Santel’s discretion. Should this occur, Customer will be notified in writing of this action.
Change of Status
Santel will occasionally require new registration and account information by Customer to continue this service. In addition, Customer shall notify Santel in writing of any changes in the account information.
Limitation of Liability
Neither party shall be liable to the other for any loss, damage, liability, claim or expense arising out of or in relation to this agreement or the provision of service or equipment, however caused, whether grounded in contract, tort (including negligence) or theory of strict liability. The parties agree to work in good faith to implement the purpose of this agreement, but recognize the network connection and services to be provided by Santel could not be made available under these terms or other similar terms without a substantial increase in cost if the parties were to assume a greater liability to each other.
Last modified 12/01/2018
ACCEPTABLE USE AND NETWORK MANAGEMENT POLICY
SANTEL Communications Cooperative Inc., affiliates and wholly owned subsidiary Communication Enterprises Inc., also known as CEI, (collectively “SANTEL”) have established an Acceptable Use and Network Management Policy (“AUP”) for the protection of SANTEL and its customers for the use of its products and services. SANTEL can be contacted at (605) 796-4411 regarding any questions you have about this AUP, SANTEL, or its products and services. By using services provided by SANTEL, you agree to be bound by the terms of this AUP.
SANTEL commits to the open and non-discriminatory use of the Internet by its customers and commits to use reasonable network management practices to ensure an open Internet. SANTEL will manage its network and provide access in accordance with the Federal Communications Commission’s (FCC’s) Open Internet Rules (adopted December 21, 2010 in 25 FCC Rcd 17905) and in compliance with any future rules adopted by the FCC.
Transparency. SANTEL shall make available public information on its website https://santel.coop/terms regarding its network management practices, performance and commercial terms of its service sufficient for consumers to make an informed choice regarding their use of such services.
SANTEL will not unjustly or unreasonably prevent or interfere with competition among content, applications, service, or device providers.
Network Security and Congestion Management. SANTEL uses generally accepted technical measures to provide acceptable service levels to all customers, such as application-neutral bandwidth allocation, as well as measures to address service attacks, illegal content and other harmful activities to protect network integrity and reliability.
SANTEL reserves the right to prioritize traffic based on real time and non-real time applications during heavy congestion periods based on generally accepted technical measures. SANTEL reserves the right to set speed thresholds on the amount of data you as a customer can upload and download within stated time periods. If you exceed these thresholds, SANTEL may temporarily limit the speed at which you can send and receive data over the SANTEL access network. SANTEL may use other traffic management and prioritization tools to help ensure equitable access to the SANTEL network for all customers. Excessive bandwidth or hardware usage that adversely affects SANTEL’ ability to provide its Internet or any other service may result in additional account management and fees.
SANTEL reserves the right to monitor customer usage and evaluate on an individual account basis bandwidth or hardware utilization to efficiently manage the performance of the network to ensure a sustainable quality broadband service is provided. Peak network usage is between 4 pm and 11 pm Monday – Friday and 10 am – 11 pm Saturday and Sunday. During peak usage times, priority is given to applications such as browsing, email, streaming, instant messaging, gaming and VoIP. The customer further agrees that SANTEL has the right to disclose any information it deems necessary to satisfy any legal or operational requirements.
Any IP address assigned to a customer on either a dynamic or static basis remains the property of SANTEL and may not be appropriated for any use other than as intended by SANTEL or transferred to any other party.
SANTEL provides its own methods to secure and protect its Internet service. Such action is not a substitute for the customer providing his/her own security or protection. SANTEL specifically disclaims any liability for any breach of security or any harm to customer’s computing system while connected to SANTEL’ Internet service.
Congestion due to malfunctioning hardware and/or software will be remedied as quickly as network engineers can diagnose and identify the offending hardware / software.
Congestion due to malice will be remedied using any technique available, including protocol-aware filtering and rate-limiting, to control and limit the offending source. SANTEL may seek criminal charges against those who inflict network malice. SANTEL may also attempt to recover costs incurred from network malice.
Internet Service. This AUP applies to customer use of any SANTEL Internet service regardless of technology or the Internet-based application utilized. It is not acceptable to use the SANTEL network for any purpose that violates local, state or federal laws or to transmit communications that might be highly offensive or damaging to any recipients or to use the service in a manner that is unintended. It is not acceptable to interfere with, violate, circumvent, misuse, distribute or disrupt network users, equipment or services. A customer may not:
- Use any Internet service or use or permit the use of Internet service for unlawful purposes or purposes that SANTEL believes to be unacceptable.
- Use any Internet service to transmit, post or receive material that is threatening, abusive, libelous, defamatory, obscene, pornographic, or otherwise in violation of any local, state, federal or international law or regulation.
- Transmit any information or software that contains a virus, worm, Trojan Horse, or other harmful component.
- Transmit or download any information, software or other material that is protected by copyright or other proprietary right without the permission of the person owning that protected right.
- Transmit SPAM or other bulk email.
- Add, remove, or modify identifying network heading information (aka “spoofing”) in an effort to deceive or mislead; or any impersonation of another person using forged headers or other improper identifying information.
- Engage in any activity which would compromise customer privacy or system security or gain access to any system or data without required permission (e.g. “hacking”) of the owner.
- Engage in any activity which would result in third-party charges to SANTEL.
- Resell or otherwise share SANTEL’ Internet service, account information or passwords.
SANTEL does not screen in advance any specific content accessible using its Internet service. SANTEL reserves the right but does not assume the responsibility, to block or limit access to content that violates this AUP. SANTEL shall not unjustly or unreasonably block access to lawful content, applications, services or non-harmful devices, subject to reasonable network management. SANTEL disclaims any liability for any act or omission with regard to Internet content the customer finds objectionable or unsuitable. Use of information accessed by the Internet is at customer’s own risk. SANTEL disclaims any responsibility for the accuracy, privacy or quality of the information. By using the Internet service, the customer agrees to hold SANTEL harmless for content accessed using the Internet service.
A customer may not use SANTEL’s Internet service for web or email hosting without making special written subscription arrangements with SANTEL.
SANTEL reserves the right to disconnect or limit any account access to the Internet that in the opinion of its system administrator is a threat to the security or lawful operation of the Internet service or the service’s software and/or hardware or that repeatedly violates the terms of this AUP.
The customer agrees to indemnify and hold SANTEL harmless for any and all claims, damages, losses, expenses (including attorneys’ fees and other legal expenses) resulting from the customer’s use of SANTEL’ Internet service whether or not such use is found to be in violation of any statute, regulation or rule.
Electronic Communications Privacy Act (ECPA) Notice. Customers are hereby notified that SANTEL does NOT offer the same degree of privacy for email or files that the customer expects from regular paper mail.
Digital Millennium Copyright Act (DMCA) Policy. When SANTEL receives a notice from a copyright holder or its authorized representative regarding an alleged violation of law by someone using an IP address identified as belonging to SANTEL, the following actions will be initiated:
- SANTEL personnel will review the address to determine whether the address is in use by SANTEL or by one of its owners or affiliates. If the address has been assigned to an entity other than SANTEL, the DMCA notice will be forwarded to that entity for review and any action or response.
- If the address is assigned and used by SANTEL or one of its customers, SANTEL personnel will attempt to identify the user. If the offender cannot be identified, the SANTEL Agent listed on SANTEL’ Internet site, currently Pam Kopfmann, will be notified so she can respond accordingly to the copyright holder or its agent. If the offender is identified, SANTEL will take the following actions
a. If the offender is an employee, the responsible supervisor will be notified and appropriate disciplinary action may be warranted. A copy of the violation will be filed by HR in the employee’s personnel file.
b. If the offender is a customer, the customer will be notified by telephone and email of the offense. If it is a first time offense, the customer will be notified and advised that an alleged violation of copyright law has been received and that any further violations could affect the customer’s access to the Internet. Notification of a second offense will result in the same action. A third offense will result in notice that Internet service will be restricted for ninety (90) days to limit the ability to violate the law. A fourth offense will result in the termination of Internet service.
SANTEL provides Spam filtering with each customer’s email address. Details of this service are listed on SANTEL website. SANTEL will not ask you for your password in an unsolicited telephone call or email. If you believe your password has been compromised, you should immediately change your password to prevent the unauthorized use of it.
Discrimination. SANTEL shall not unreasonably discriminate in transmitting lawful network traffic over a consumer’s broadband Internet access service, subject to reasonable network management practices.
Commercial Pricing. Please click on the following website link for pricing information including monthly prices, usage-based fees, and fees for early termination or additional network services: https://santel.coop/services/internet/
Contact Information. If you have any questions regarding this policy, please contact SANTEL customer service at: (605) 796-4411.
Last modified 12/01/2018
The Federal Communications Commission (FCC) has rules requiring telecommunications service providers such as Santel to make its services and products accessible to people with disabilities, if such access is readily achievable. These rules implement Section 255 of the federal Communications Act. Section 255 requires telecommunications service providers to make their services and devices compatible with peripheral devices and specialized customer premises equipment that are commonly used by people with disabilities, if such compatibility is readily achievable. Please contact us at 796-4411 for further information or to discuss your accessibility needs and the options we may have to assist you in using our services.
In accordance with Federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs). Remedies and complaint filing deadlines vary by program or incident.
Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA’s TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. Additionally, program information may be made available in languages other than English.
To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD-3027, found online at http://www.ascr.usda.gov/complaint_filing_cust.html and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992. Submit your completed form or letter to USDA by:
(1) mail: U.S. Department of Agriculture
Office of the Assistant Secretary for Civil Rights
1400 Independence Avenue, SW
Washington, D.C. 20250-9410 ;
(2) fax: (202) 690-7442; or
(3) email: email@example.com
Santel is an equal opportunity provider.
Last modified 12/01/2018
BYLAWS OF SANTEL COMMUNICATIONS COOPERATIVE
(AS AMENDED ON 9/26/16)
SECTION 1. Definitions. Terms used throughout these Bylaws, unless the context otherwise plainly requires, shall mean:
(a) Annual Meeting: The annual meeting of the members.
(b) Application: A written application for memberships in such form as may be adopted.
(c) Article: An article from the Articles of Incorporation or the Restated Articles of Incorporation.
(d) Board: The Board of Directors of the Cooperative.
(e) Bylaws: These Bylaws.
(f) Co-Op: Santel Communications Cooperative, Inc.
(g) Member: A person meeting the requirements for membership.
(h) Membership: Membership in the Cooperative.
(i) Patron: Subscribers taking such service as may be available from the Cooperative.
(j) Person: Any natural person, married couple, firm, cooperative, association, corporation, business trust, partnership, federal agency, state or political subdivision or agency thereof, or any body politic.
(k) Petition: A petition filed with the Secretary signed by ten percent (10%) of the members.
(l) President: President of the Cooperative.
(m) Regulations: Those adopted by the Board pursuant to Section 16.
(n) Section: Section of these Bylaws.
(o) Secretary: Secretary of the Cooperative.
(p) Subscriber: A person who has become and remains a member of the Cooperative.
(q) Treasurer: Treasurer of the Cooperative.
(r) Vice President: Vice President of the Cooperative
(s) Otherwise Provided: Refers to the law, Articles, these Bylaws, Regulations and Rules of Order.
(t) The singular includes the plural and the plural the singular.
(u) The masculine includes the feminine and the neuter.
(v) CATV Services: Is a system off delivering television or video programming to paying subscribers via radio frequency (RF) signals transmitted through a network of coaxial cables or light pulses through fiber-optic cables.
(w) Telecommunications Service: Voice and data and related ancillary services but excluding CATV Services.
SECTION 2. Membership. Any person may become and remain a member by:
(a) Agreeing to purchase telecommunication services as provided by the Cooperative, and
(b) Agreeing to comply with and be bound by the Articles of Incorporation, Restated Articles of Incorporation, Bylaws and all rules and regulations adopted by the Board of Directors, and
(c) Agreeing to pay such membership, connection, re-connection, security, facilities extension and construction fees and deposits as may be established or required by any rule, regulation or policy adopted by the Board.
(d) No person shall hold more than one membership in the Cooperative and it shall not be transferable. However, this shall not prohibit the assignment and transfer of capital credits.
(e) Local exchange carriers, interexchange carriers, wireless carriers, and any other carriers that participate with the cooperative in the provision of telecommunications and information services to customers are neither members nor patrons.
“Each person who hereby applies for and is accepted to membership in this cooperative and each member of this cooperative on the effective date of this bylaw who continues as a member after such date shall, by such act alone, consent that the amount of any distributions, with respect to his patronage which are made in written notices of allocation (as defined in 26 U.S.C. Sec. 1388), and which are received by him from the cooperative, will be taken into account by him at their stated dollar amounts by including them as income on his U.S. Income Tax Return in the manner provided in 26 U.S.C. Sec 1385 (a) in the taxable year in which such written notices of allocation are received by him.
SECTION 3. Membership Record. All members shall be listed in the membership record. The record shall be available for inspection by any person during regular office hours.
SECTION 4. Joint Membership. A husband and wife, by specifically so requesting in writing, may be accepted into joint membership, or, if one of them is already a member, the membership automatically converts into a joint membership unless the new member specifically requests in writing that he/she not be entered jointly with their spouse. The words “member”, “applicant”, “person”, “his”, and “him” as used in these Bylaws, shall include a husband and wife applying for or holding a joint membership, unless otherwise clearly distinguished in the text; and all provisions relating to the rights, powers, terms, conditions, obligations, responsibilities and liabilities of membership shall apply equally, severally and jointly to them. Without limiting the generality of the foregoing:
(a) the presence at a meeting of either or both shall constitute the presence of one member and a joint waiver of notice of the meeting;
(b) the vote of either or both shall constitute, respectively, one joint vote;
(c) notice to, or waiver of notice signed by either or both, shall constitute, respectively, a joint notice or waiver of notice;
(d) suspension or termination in any manner of either shall constitute, respectively, suspension or termination of the joint membership; and
(e) either, but not both concurrently, shall be eligible to serve as a director of the Cooperative, but only if both meet the qualifications required therefore.
SECTION 5. Service. Telecommunications services may be furnished only to the members except for any particular service that the Cooperative may be required under law to furnish to a particular person, if not classified or denied herein before.
SECTION 6. Termination of Membership.
Membership may be terminated by:
(a) Any member may withdraw from membership upon compliance with such uniform terms and conditions as the Board may prescribe.
(b) The Board may, by finding by two-thirds of the Board of Directors expel any member upon the failure of a member to comply with any of the provisions of the Articles of Incorporation, Restated Articles of Incorporation, Bylaws, or any rules and regulations adopted by the Board, provided such member shall have been given written notice by the Secretary that such failure shall have continued for at least (10) days after such notice is given.
(c) Death or cessation of existence of a member.
(d) Short-term disconnection shall not terminate the membership.
(e) Termination shall not release a member or his estate from any debts owing to the Cooperative.
(f) In case of withdrawal or termination of membership, the association shall evidence such withdrawal or termination by removing the member’s name from the Membership Record maintained in the Office of the Cooperative.
SECTION 7. Service Connection Fee.
(a) Subsequent to the adoption of this Bylaw, every member, upon installation and actual receipt of telecommunications services shall be assessed a connection fee in accordance with the rules, regulations and tariffs as may be adopted by the Board of Directors.
(b) All outstanding and issued stock held by Class A members shall be converted to and considered as a connection fee and shall be deposited in a special account and returnable upon the termination of the membership, or be fully refunded at the discretion of the Board of Directors, at which time the special account will be terminated and no further connection fee will be required of the Class A members, except as provided in Section 7(a) above.
MEETING OF THE MEMBERS
SECTION 8. Meetings. Meetings of the members shall be held at the place, day and hour fixed by the Secretary, unless the Board shall prior to the mailing of notice fix a place and time, or unless a specific place and time is requested pursuant to Section 10.
SECTION 9. Annual Meeting. The annual meeting shall be held at such time and date as is determined by the Board of Directors for the purpose of electing Directors, passing upon reports of the previous fiscal year, and for the transaction of such other business as may come before the meeting.
SECTION 10. Special Meetings. Special Meetings may be called by the President, the Board, or by written request filed with Secretary signed by members having one-fifth of the votes entitled to be cast a such meeting.
SECTION 11. Notice. A written notice stating the place, day and hour of the meeting, its purposes, Rules of Order, and the Order of Business shall be delivered either in person, by mail or electronic transmission by or at the direction of the secretary, or upon a default in duty by the secretary to the members not less than ten (10) days, nor more than twenty (20) days before the meeting. Once the notice requirements of this Section have been properly met, any delay, postponement or change in the date, time or place of the meeting shall be noticed to the members by publication in the legal paper for Sanborn County once prior to the rescheduled meeting, and advertisements on area radio stations as the Board shall approve.
SECTION 12. Quorum. A quorum shall be fifty (50) members present in person. If less than a quorum is present at any meeting duly called, those present may adjourn the meeting to another time without further notice, except that a meeting held for the election of Directors shall require twenty (20) days notice, and provided that the secretary shall notify any absent Members of the time, date, and place of such adjourned meeting
Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
The Records of every meeting shall contain a list of the members present in person.
SECTION 13. Voting. Each member shall have one vote upon each question. Questions shall be decided by a majority of the votes cast, except as otherwise provided.
The Board may prescribe procedures for voting upon substantive questions by mail, provided, however, that mail ballots must be separate and individual, signed, dated, and received by the Secretary at the principal office of the Cooperative before 5:00 P.M. of the third day preceding the meeting and must be specific as to how the member’s vote shall be cast on each question, and, unless otherwise provided, in the event that amendment of any questions is proposed, an affirmative vote shall be considered a vote against amendment, and a vote against the question as amended; a negative vote shall be considered as a failure to vote upon the amendment and a vote against the question as amended. If, at any time after the meeting is called to order, a member is physically present, his mail ballot becomes void and must be canceled by the Secretary and such fact announced to the members. A mail ballot may be canceled at any time by delivering a written, signed and dated notice thereof the Secretary.
A spouse residing with a member may in his absence, if named upon the Application, vote upon any question; and, the presence of the spouse shall be deemed the presence of the member in person, unless a cancellation in writing is filed with the Secretary.
Members other than individuals, may designate in the application an individual who may vote in person for such member.
Such designation may be changed at any time in writing filed with the Secretary.
SECTION 14. Order of Business. The Order of Business at all meetings shall, unless otherwise determined by the members at the meeting, be essentially as follows:
(a) Determination of a Quorum.
(b) Proof of due notice or waiver.
(c) Announcement of Rules of Order.
(d) Approval of Order of Business.
(e) Reading and Approval of Minutes of previous meetings.
(f) Presentation and consideration of Reports.
(g) Election of Directors.
(h) Unfinished Business.
(i) New Business.
SECTION 15. Rules of Order. The rules of order as prescribed by the Board shall prevail throughout any meeting of the members, except as otherwise provided, unless, upon announcement of the Rules, other Rules are substituted by a two-thirds vote.
BOARD OF DIRECTORS
SECTION 16. Powers and Duties. The management of the business shall be under the direction of the Board, which shall have powers and duties as follows:
(a) A board of no more than seven shall manage the business and affairs for the Cooperative and shall exercise all powers not otherwise provided.
(b) The Directors shall be elected from the following 3 districts
- North: Wolsey, Alpena, Woonsocket exchanges
- Central: Forestburg, Artesian, Letcher, Mt Vernon exchanges
- South: Ethan, Parkston, Tripp exchanges
(c) It shall be the duty of each director to participate in such activities as are deemed to enhance the prestige of the Cooperative, broaden its operation, and fulfill its public obligations as a member of the community and the rural telecommunications services program, and in furtherance of all thereof to devote reasonable time in attendance at meetings of affiliated organizations and at training sessions designed to assist and improve directors and officers in carrying out their duties.
(d) The Board shall adopt Regulations governing the conduct of the Cooperative and its relationship to its members and patrons.
(e) The Board shall cause to be established and maintained a complete accounting system, which, among other things, and subject to applicable rules and regulations of any regulatory body, shall conform to such accounting systems as may from time to time be designated by the Administrator of the Rural Utilities Service of the United States of America, and shall, after the close of each fiscal year, cause a full and complete audit to be made of the accounts, books, and financial condition of the Cooperative as of the end of the fiscal year. A summary and general explanation of such audit reports shall be submitted to the members at the following Annual Meeting.
(f) The Board shall fix the powers and duties and compensation of Directors, Officers, Agents, and Employees, subject to Section 22.
(g) The Board may elect an Executive Committee of three or more Directors, and when the Board is not in session, such Committee shall have all powers conferred upon it by the Statutes of the State of South Dakota, as amended.
SECTION 17. Election and Tenure.
(a) It is the purpose of this section to provide, if possible, for the election each year, at the Annual Meeting, of two or three Directors for three-year terms. The board shall determine the manner in which the purposes of this paragraph shall be accomplished.
(b) All Directors shall be elected by secret ballot by a plurality vote. In the event of a tie vote, another ballot shall be cast on the tie race, and additional ballots as needed to produce a plurality winner. If only one candidate has been nominated for any office when nominations are closed at the Annual Meeting, he shall be deemed to have been elected and no ballots need to be cast or counted.
(c) Each year Directors shall be elected only from exchanges for which the Director’s term is expiring, or in which no Director, other than a Director-at-Large, resides.
(d) There shall never be more than one Director and one Director-at-Large elected from any Exchange.
(e) If a Director elected from a district moves his residence to another district, he shall continue to serve until the next Annual Meeting, when his term shall expire, and a new Director shall be elected from his former district in accordance with the preceding subsections.
(f) If an election of Directors is not held at an annual meeting, or at any adjournment thereof, a special meeting to elect Directors shall be held within a reasonable time.
(g) These provisions apply to the filling of vacancies as far as applicable.
SECTION 18. Qualifications. To become or remain a Director a person must:
(a) Be an individual member, or be a partner or officer of a member.
(b) Actually reside in the service area of the district from which elected, or appointed. Directors-at-Large must reside in the service area of the Cooperative.
(c) Not be in any manner employed by or financially interested in a competing enterprise, or be in the business of selling telecommunications supplies, or the ownership and management either directly or indirectly of a cable television company.
(d) Not have, within the last 5 years, been an employee of the Cooperative.
(e) Consent to be a candidate and agree to serve if elected. A statement of consent must be made from the floor of the Annual Meeting in person, or in writing.
SECTION 19. Nominations.
(a) Any member desiring to be a member of the Board of Directors shall circulate a petition to be nominated. The petition shall be signed by at least 15 members residing in the same district as the candidate, or if the candidate is to be elected at large it shall be signed by at least 15 members residing in any of the districts within service area of the Cooperative. The petition shall then be filed with the Secretary not less than 20 days before the Annual Meeting and, if he is otherwise eligible, he shall become a candidate for the Board of Directors.
(b) A list of candidates who have properly filed their petition shall be mailed to each member, either with the notice of meeting or separately, not less than 10 days before the meeting, with a statement of the number of directors to be elected and the names and addresses of the candidates.
SECTION 20. Removal and Disqualification.
(a) A petition for removal of a Director stating charges of cause therefore, filed with the Secretary, together with proof of personal service thereof on the person charged, before notice has been printed shall be heard by all the members at any meeting. The notice of the meeting must generally describe the charges and state that any vacancy created by such removal will be filled by a vote of the members upon candidates nominated from the floor.
The person charged may be heard at the meeting in person, or by counsel, and may present evidence. The person bringing the charges against him shall have the same opportunity.
Removal can be affected only by a two-thirds (2/3) majority of those voting by secret written ballot.
(b) At any time that the Board shall find, by resolution passed by a vote of five (5) Directors, that a Director is not complying with the qualifications prescribed by Section 18, he shall at that time cease to be a Director.
Notice of such resolution must be given to such Director before the meeting at which it is considered and he may be heard at such meeting, in person, or by counsel, and he may present evidence.
(c) No member of the Board of Directors shall become an employee of the Cooperative unless he is at least 5 years removed from his time on the Board of Directors.
(d) Nothing contained in this section shall affect in any manner whatsoever the validity of any action of the Board prior to vote for removal, or the passage of the resolution finding and determining disqualification.
SECTION 21. Vacancies.
Except for vacancies caused by removal by the Members all vacancies shall be filled by affirmative vote of five (5) Directors. Any person appointed to the Board pursuant to this Section shall serve until the end of the unexpired term of the position he is appointed to fill.
SECTION 22. Compensation.
(a) Directors shall not receive any salary for their services as Directors, except that by resolution of the Board a fixed sum and expenses, may be allowed for attendance at each meeting of the Board. The allowance of the same fixed sum, and expenses, for attendance at other meetings and events which the Board shall by resolution determine to be in furtherance of the aims of the Cooperative and in fulfillment of the duties of Directors described in Section 16, is by this Bylaw declared to be approved by the members. Board members, who elect to participate, may be extended various forms of liability and accident insurance as well as participation in benefits provided to employees except benefits based on salary.
(b) No Director shall receive compensation for serving the Cooperative in any other capacity, nor shall any spouse, brother, sister, parent, child, niece or nephew, aunt or uncle, of a Director receive salary or wages from the Cooperative unless specifically authorized by a vote of the members or unless certified by the Board as an emergency.
SECTION 23. Regular Meetings.
A meeting of the Board shall be held without notice immediately after and at the same place as the Annual Meeting. Regular meetings of the Board shall be held monthly without notice at the principal office of the Cooperative at times as fixed by the Board.
SECTION 24. Special Meetings.
A special meeting may be called by the Board, by the President, or by written request filed with the Secretary signed by three (3) Directors. The place and time of the meeting shall be fixed by the person calling the meeting. Notice thereof shall be given to each Director not less than five (5) days prior thereto.
SECTION 25. Quorum.
Five (5) Directors present shall constitute a quorum. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board. If a quorum is not present at any meeting, a majority of the Directors present may adjourn the meeting to another time and place, but must give notice thereof to the absent Directors.
SECTION 26. Rules of Order.
Rules as to the order of business shall be adopted by the Board which shall prevail throughout all meetings unless other rules are substituted by a vote of six (6) Directors.
SECTION 27. Officers.
The officers of the Cooperative shall be a President, Vice President, Secretary, and Treasurer, and such other officers as the Board may determine. They shall in general perform all duties and exercise powers incident to their offices, and such other duties and powers as the Board shall prescribe.
SECTION 28. Election and Terms.
Officers shall be elected by ballot, annually, by and from the Board, as soon after the Annual Meeting as convenient, to hold office until their successors shall have been elected and qualified. A vacancy in any office shall be filled by the Board for the unexpired portion of the term.
SECTION 29 Officer Standard of Conduct and Removal of Officers by Directors.
(a) An Officer shall discharge the Officer’s duties: (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner the Officer reasonably believes to be in the Cooperative’s best interests.
(b) Any Officer elected or appointed by the Board may be removed by the Board for cause, related to the performance of the duties of his position whenever, in its judgment, the best interests of the Cooperative will be served thereby. The Officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the Board Meeting by which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity.
SECTION 30. Duties of President. The President shall:
(a) Be the Principal executive officer of the Cooperative;
(b) Unless otherwise determined by the Board, preside at all meetings;
(c) Sign all instruments authorized by the Board, except as otherwise provided.
SECTION 31. Duties of Vice President. The Vice President, in the absence of the President or if he is unable or refuses to so act, shall:
Perform the duties of the President; and when so acting he shall have all the powers and authority vested in him as in incident to the office of the President.
SECTION 32. Duties of Secretary. The Secretary shall:
(a) Keep the minutes of the meetings of the members and the Board;
(b) See that all notices are duly given; (upon his default in such duties, notice may be given by anyone);
(c) Be custodian of the corporate records and of the seal of the Cooperative;
(d) Affix the seal of the Cooperative to all documents where such seal is required;
(e) Sign all documents as required by the Board; except as otherwise provided;
(f) Keep a register of the names and post office addresses of all members;
(g) Have general care of the books of the Cooperative;
(h) Keep on file at all times complete copies of the Restated Articles of Incorporation and Bylaws with all amendments which shall always be open to inspection by any member; and
(i) At the expense of the Cooperative furnish a copy of the Bylaws and all amendments to each member.
SECTION 33. Duties of Treasurer. The Treasurer shall:
(a) Have custody and charge of and responsibility for all funds and securities of the Cooperative.
(b) Be responsible for the receipt and deposit of Cooperative funds in Banks selected by the Board.
SECTION 34. Duties of Manager.
A Manager shall be appointed by the Board to perform duties, and to exercise authority, as the Board shall prescribe.
SECTION 35. Reports.
Officers shall submit reports at each annual meeting covering the business of the Cooperative for the previous year, and its conditions at the close of such fiscal year.
SECTION 36. Patronage Capital.
In furnishing telecommunications services the Cooperative’s operations shall be conducted so that all patrons will, through their patronage, furnish capital for the Cooperative. In order to induce patronage and to assure that the Cooperative will operate on a non-profit basis, the Cooperative is obligated to account on a patronage basis to all its patrons, for all amounts received and receivable from the furnishing of telecommunication services in excess of operating costs and expenses properly chargeable against the furnishing of telecommunications services. All such amounts in excess of operating costs and expenses at the moment of receipt by the Cooperative are received with the understanding that they are furnished by the patrons as capital. The Cooperative is obligated to pay by credit to a capital account for each patron all refunds of taxes paid on such amounts. Separate books and accounts shall be established and maintained for the operation and management of the cable television facilities.
The books and records of the Cooperative shall be set up and kept on such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each patron is clearly reflected and credited in an appropriate record to the capital account of each patron, and the Cooperative shall within a reasonable time after the close of the fiscal year notify each patron of the amount of capital so credited to his account. All such amounts credited to the capital account of any patron shall have the same status as though they had been paid to the patron in cash in pursuance of a legal obligation to do so and the patron had then furnished the Cooperative corresponding amounts for capital.
All other amounts received by the Cooperative from its operation in excess of costs and expenses shall, insofar as permitted by law, be (1) used to offset any losses incurred during the current year, or any prior fiscal year and (2) used to provide an unallocated surplus or reserve, (3) to the extent not needed for either of the above two purposes, allocated to its patrons on a patronage basis and any amount so allocated shall be included as part of the capital credited in the accounts of patrons as herein provided.
Retirement. If, at any time prior to dissolution or liquidation, the Board shall determine that the financial condition of the Cooperative will not be impaired thereby, the capital then credited to patrons accounts may be retired in full or in part. Any such retirements of capital shall be made in order as determined by the Board of Directors.
Notwithstanding any other provision of these Bylaws, the Board acting in its discretion under regulations of general application, shall have the power, upon the death of any patron, or cessation of existence to retire all capital credited to any such patron; provided, that the financial condition of the Cooperative will not be impaired thereby.
Dissolution. In the event of dissolution or liquidation of the Cooperative, after all outstanding indebtedness of the Cooperative have been paid, outstanding capital credits shall be retired without priority on a prorate basis before any payments are made on account of property rights of member.
Patrons. Must make application for service and agree, and continue, to purchase from the Cooperative all telecommunication services used on the premises described in the application, when it is available, and to pay the charges monthly for connection and service, and interest and bookkeeping expenses incurred on delinquent accounts as prescribed by the Regulations.
Binding. The patrons of the Cooperative, by dealing with the Cooperative, acknowledge that the terms and provisions of the Articles, Bylaws, and Regulations shall constitute and be a contract between the Cooperative and each patron, and both the Cooperative and the patrons are bound by such contract, as fully as though each patron had individually signed a separate instrument containing such terms and provisions.
Posting. This Section shall be called to the attention of each patron of the Cooperative by posting in a conspicuous place in the Cooperative’s office.
SECTION 37. Disposition of Property.
(a) The Board shall have full power and authority to authorize the execution and delivery of a mortgage, deed of trust of, or the pledging and encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the Cooperative whether acquired or to be acquired, wherever situated, as well as revenues and income therefrom, to secure any indebtedness of the Cooperative to the United States of America or any instrumentality or agency thereof, or to a financing institution, , for the purpose of financing its members’ programs, projects, and undertakings.,
(b) The Board may, upon the authorization of a majority of all members of the Cooperative at a meeting of the members, sell, lease, or otherwise dispose of all or a substantial portion of its property to another corporation, or to the holder of any notes, bonds, or other evidence of indebtedness issued to the United States of America, or any agency or instrumentality thereof.
(c) The Cooperative may not otherwise sell, encumber, or otherwise dispose of all, or a substantial portion of its property unless authorized at a meeting of the members, by the affirmative vote of not less than three-fourths (3/4) of all members, and unless notice thereof shall have been contained in the notice of the meeting.
SECTION 38. Seal.
The corporate seal of the Cooperative shall be in the form of a circle and shall have inscribed thereon the name of the Cooperative and the words “Corporate Seal of South Dakota.”
SECTION 39. Bonds.
Officers, agents or employees of the Cooperative shall give such bonds as the Board shall prescribe.
SECTION 40. Contracts.
Except as otherwise provided, the Board may authorize anyone to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.
SECTION 41. Checks, Drafts, etc.
All checks, drafts or other order for the payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Cooperative shall be signed as determined by the resolution of the Board.
SECTION 42. Change in Rates.
Written notice shall be given to the Administrator of the Rural Utilities Service of the United States of America not less than 90 days prior to the date upon which any proposed change in the monthly rates charged by the Cooperative for telecommunications services become effective.
SECTION 43. Fiscal Year.
The Cooperative shall begin on the 1st day of January of each year and shall end on the 31st day of December of the same year.
SECTION 44. Membership in Other Organizations.
The Cooperative may upon the authorization of the Board purchase stock in or become a member of any corporation or organization organized on a profit or non-profit basis for the purpose of engaging in or furthering the cause of rural telephony and telecommunications services subject to the approval of the Administration of the Rural Utilities Service.
SECTION 45. Notice.
Unless otherwise provided, notice shall be given in writing, delivered either personally or by mail. If by mail, notice is given when deposited in the United States mail, with postage prepaid thereon, addressed to a person at his address as it appears on the records of the Cooperative, and failure of any person to receive notice so mailed shall not invalidate any action taken pursuant thereto; and a signed waiver is equivalent to personal notice to the person so signing; attendance at any meeting is a waiver of notice of such meeting except when it is for the express purpose of objecting to the transaction of business because the meeting was not lawfully convened. Notice shall usually be given by or at the direction of the Secretary, but may be given by anyone.
SECTION 46. Amendments.
These bylaws may be altered, amended, or repealed by a majority vote of the members voting at any regular of special meeting, provided the notice of such meeting shall have contained a copy of the proposed alteration, amendment or repeal, and provided further, that the members voting must be sufficient in number to constitute a quorum.