1. Enhancing Your Membership: What RCA is Doing for You Steven K. Berry CEO/Executive Director, Rural Cellular Association David Nace RCA General Counsel; Lucas, Nace, Gutierrez & Sachs, LLP Webinar on RCA’s Bylaws and Membership Enhancement March 3, 2010

2. 2 Blue Ribbon Committee The RCA Board of Directors appointed a Blue Ribbon Committee, consisting of Board members, to review RCA bylaws and make recommendations to the Board that enhance RCA membership, improve Board representation for all sectors of membership, and ensure that RCA is structured as a world- class advocacy entity for RCA members. Some recommendations of the Blue Ribbon Committee requiring a member vote have been included in the current Amendment.

3. 3 Goals of the Bylaw Amendment To improve membership experience for all carrier members. To expand RCA’s footprint by attracting additional associate members. To maintain the vital role small carriers play in driving the Association. To approve Bylaw Amendment before RCA Annual Meeting. –Otherwise the Bylaw Amendment voting will take place at the RCA Annual Meeting.

4. 4 Bylaws Changes: Expanded Board of Directors and Executive Committee The Board of Directors has been expanded from the current 11 Directors to a minimum of 19 Directors and a maximum of 25 Increased Board opportunities for Carrier and Associate members President and CEO serves on the Board Reserved Director positions for each class of member within Carrier and Associate

5. 5 Current Board of Directors RCA Board Of Directors (11) Carrier Member (10) Associate Member (1)

6. 6 Enhanced Board of Directors RCA Board of Directors (19-25) Carrier Member (12-15) Under 250k Subs (5) Maximum Dues Payer (2) Remaining Positions (5-8) Associate Member (6-9) Maximum Dues Payer (2) Under 300 mil Revenue (2) Remaining Positions (2-5) RCA President and CEO (1) *All Board Members have one vote

7. 7 Current Executive Committee Executive Committee (4) PresidentVice President Secretary- Treasurer Immediate Past President

8. 8 Enhanced Executive Committee Executive Committee (9) Chairman of the Board (Carrier) Immediate Past Chairman (Carrier) Vice Chairman (Carrier) Secretary- Treasurer (Carrier) Additional Executive Committee Members (4) (Carrier or Associate*) RCA President And CEO *Minimum 2 Associate

9. 9 Tenure of Directors Directors will be divided into 3 classes to ensure continuity and rotation of terms. –1 Year Class (6) –2 Year Class (6) –3 Year Class (6)

10. 10 Board of Directors Meeting Frequency The Board of Directors will meet 3-4 times per year –RCA Annual Convention –RCA BTC Convention –RCA Board Retreat –Optional 4 th Meeting

11. 11 Executive Committee Meeting Frequency The Executive Committee will meet no less than every 8 weeks between meetings of the Board of Directors. The Executive Committee will provide day- to-day guidance with the Board of Directors

12. 12 Additional Conforming Corrections to RCA Bylaws Additional changes, detailed in the summary, have been made to ensure smooth operation of the Association and to place RCA on a comparable level to other leading trade associations.

13. 13 Further Analysis of Bylaws Amendment Please see the reference material being sent to you. All the bylaws information will be posted following this session on the RCA website under the “Members Only” tab.

14. 14 Beyond the Bylaws: What RCA is Doing for You Enhancing Benefits to Members through: Developing a New Website –An interactive hub where members can connect Creating Benchmark Surveys –Helpful measurements that members can use for measuring against the norm Meeting with key offices on Capitol Hill Lobby Day – June 17 th or 18 th Actively Recruiting New Members

15. 15 More of What RCA is Doing Updating Membership Directory –Exclusive to RCA members Determining Congressional Profiles –Identification of key congressional districts for each member Utilizing Social Media –Twitter, LinkedIn Discounts for RCA Members

16. 16 Getting the Most from RCA Events Annual Convention and Exhibition –April 27-30, 2010 in Las Vegas, Nevada Business and Technical Conference –October 12-14, 2010 in Myrtle Beach, South Carolina Opportunities to: –Get Significant Discounts on Registration and Exhibit Booths –Take Advantage of Educational Opportunities in Breakout Sessions –Network with Fellow Members