2022 NCC Annual Report by Tellwell

71ST ANNUAL MEETING

2022 ANNUAL MEETING OF MEMBERS

JUNE 21ST, 2022 I RAY, NORTH DAKOTA

AGENDA

5:00 PM

• Registration

• Meal Begins

• Kids Activities

• Demontration Booths

• Live Music

BUSINESS MEETING – 6:00 PM

• Call to Order

• Report of Quorum

• Nation Anthem

• Reading of the Minutes of 2021 Meeting

• Attorney’s Report

Bylaw Amendments

• Financial Report

• Election of Two (2) Directors

• Introductions

• President and General Manager’s Report

• Unfinished Business

• New Business

• Adjournment

2021 MINUTES

OF THE ANNUAL MEETING OF NORTHWEST COMMUNICATIONS COOPERATIVE

The 2021 Annual Meeting of the members of the Northwest Communications Cooperative was held in Ray, North Dakota on Tuesday, June 15, 2021. The Annual Meeting was attended in person by 78 people, including 55 voting members. The meeting was also broadcast live on television and via Facebook. At the meeting’s close, checks donated by merchants or the Cooperative were awarded to the members through drawings.

CALL TO ORDER

The meeting was called to order at 6:00 p.m. by President AJ Cvancara. President Cvancara declared that a quorum was present and proper notice of the annual meeting had been given in accordance with the by-laws of the Cooperative. The national anthem was then played.

PRESENTATION OF MINUTES OF 2019 ANNUAL MEETING

President Cvancara drew attention to the 2019 Annual Meeting Minutes contained in the Annual Report booklet and requested approval of the same.

MOTION: Duly made, seconded and unanimously carried to dispense with the reading of the Minutes of the June 18, 2019 Annual Meeting and approve to the Minutes as printed in the 2021 Annual Report booklet, page 3.

ATTORNEY’S REPORT:

Jennifer Gjovig, Legal Counsel, reported on By-Law Changes made in the last two years. These changes were published on

the screen for viewing by the membership while Attorney Gjovig discussed them.

ELECTION OF DIRECTORS

Roger Manger, Secretary/Treasurer, reported on the Certificate of Director Nominations, verifying that the following members were nominated by petition as Directors for three-year terms and two-year terms (as the case may be):

District 1: Grenora, Marmon, and Round Prairie Exchange: Roger Manger – Incumbent Candidate (3yr term)

District 2: Ray and Epping Exchange: Troy Donnelly – Incumbent Candidate (3yr term)

District 3: Wildrose, McGregor, Noonan, and Alamo Exchange: AJ Cvancara – Incumbent Candidate (2yr term)

District 4: Flaxton, Lignite and Bowbells Exchange: Nate Jepsen – Incumbent Candidate (3yr term)

District 7: Crosby Exchange: Jim Simonson – Incumbent Candidate (2yr term)

INTRODUCTION OF CANDIDATES AND ELECTION

President Cvancara indicated that the By-Laws of NCC require that candidates for election as directors must be nominated by petition. He noted that, as Secretary Roger Manger had reported, the following candidates had been nominated:

District 1: Grenora, Marmon, and Round Prairie Exchange: Roger Manger – Incumbent Candidate 3yr term)

District 2: Ray and Epping Exchange: Troy Donnelly – Incumbent Candidate (3yr term)

District 3: Wildrose, McGregor, Noonan, and Alamo Exchange: AJ Cvancara – Incumbent Candidate (2yr term)

District 4: Flaxton, Lignite and Bowbells Exchange: Nate Jepsen – Incumbent Candidate (3yr term)

District 7: Crosby Exchange: Jim Simonson – Incumbent Candidate (2yr term)

President Cvancara referred the members to the biographical profile for each of the candidates in the Annual Report booklet pages 4-5. He explained that the by-laws of the Cooperative require that candidates for election as directors be nominated only by petition and that the parties identified by Secretary/

Treasurer Roger Manger had been so nominated. Because there was no contest for District 1, District 2, District 3, District 4 or District 7 director positions, he entertained a motion to allow Secretary/Treasurer Manger to cast a unanimous ballot for the candidates:

MOTION: Duly made, seconded and unanimously carried that Secretary/Treasurer Manger cast a unanimous ballot for Roger Manger as Director of District 1, Troy Donnelly as Director of District 2, AJ Cvancara as Director of District 3, Nate Jepsen as Director of District 4 and Jim Simonson as Director of District 7.

FINANCIAL REPORT

President Cvancara called CFO Jen Bingeman to present regarding the financial status of NCC. CFO Bingeman directed the members’ attention to the report in the Annual Report booklet pages 6-7 and presented regarding the same.

MOTION: Duly made, seconded and unanimously carried to accept and approve the financial report.

INTRODUCTIONS

President Cvancara introduced the Directors and their spouses and Attorney Gjovig. President Cvancara also introduced a retired Cooperative employee and special guests and recognized veterans who were present.

Dist. 1 – (Grenora, Marmon & Round Prairie) Roger Manger & MaryLou

Dist. 2 – (Ray & Epping) Troy Donnelly & Deanna

Dist. 3 – (Wildrose, Alamo, McGregor, & Noonan) AJ Cvancara & Katy

Dist. 4 – (Flaxton, Lignite, & Bowbells) Nate Jepsen & Lenell

Dist. 5 – (Powers Lake & Columbus) Leslie Grubb & Tyler

Dist. 6 – (Tioga) Lorena Lambrecht & Daren

Dist. 7 – (Crosby) Jim Simonson & Sandra

Legal Counsel – Jennifer Gjovig

PRESIDENT’S REPORT AND GM/CEO INTRODUCTION

After thanking the NCC’s employees for their hard work for the annual meeting and throughout the year and acknowledging a

hope for a return to a normal annual meeting in 2022, President Cvancara called the members’ attention to the combined President and General Manager’s Report in the Annual Report booklet and introduced GM/CEO Jeremy Becker.

GENERAL MANAGER’S REPORT

GM/CEO Becker drew attention to the joint General Manager and Board President’s Report in the Annual Report booklet on pages 8-9 and offered comments regarding the following points: (1) NCC’s desire to offer the best video options to its members in light of the ever-changing landscape; (2) NCC’s retirement of $1.5 million dollars in capital credits; (3) an increase in the minimum internet speed offered to 100 mbps; and (4) NCC’s contribution of approximately $60,000 back to the communities it serves.

UNFINISHED BUSINESS

President Cvancara called for unfinished business and none was presented.

NEW BUSINESS

President Cvancara called for new business and none was presented.

ADJOURNMENT

Following the completion of the Agenda, President Cvancara called for a motion to adjourn the meeting. President Cvancara announced that the Directors, General Manager, attorney and employees would be available after the meeting to answer any questions.

MOTION: Duly made, seconded and unanimously carried that the meeting adjourn.

Respectfully submitted, -ROGER MANGER, Secretary ATTEST: AJ CVANCARA, President

2021 FINANCIAL REPORT

OPERATING STATEMENT

DIRECTOR CANDIDATES

LESLIE GRUBB

CANDIDATE FOR DISTRICT #5

POWERS LAKE AND COLUMBUS

The incumbent director for District #5 is Leslie Grubb. She is a graduate of Powers Lake High School and Minot State University, with a degree in Finance.

Leslie is employed by Liberty State Bank as a Loan and Compliance Officer. She serves as Treasurer for the Women’s Group of Holy Cross Lutheran Church, where she also teaches Sunday School.

Leslie is married to Tyler, and they have been blessed with four children: Oakley, Ella, Owen, and Ozmon. They farm near Powers Lake and enjoy going to the kids’ activities, going on adventures, being active in the community, and spending time at the lake.

LORENA LAMBRECHT

CANDIDATE FOR DISTRICT #6

TIOGA

The incumbent director from District #6 is Lorena Lambrecht. She is currently the Vice President of the NCC Board of Directors which she has served on since 2007. She is on the Broadband Association of North Dakota Board and is currently serving as its President. She is a graduate of Tioga High School and has taken college courses at Minot State University and also through the University of Indiana’s long distance learning program.

Lorena had been employed at the Tioga Medical Center for 42 years. She recently retired and works as the situation demands in activities. She has been a member of the local chapter of Dollars for Scholars for over 20 years and is currently serving as its Secretary. She has served on the Tioga Public Schools Endowment Fund board.

Lorena’s husband, Daren, is a retired Hess Corporation employee. They have two daughters; Krista and Kelsey. Lorena enjoys fishing, golfing, gardening, walking, and most importantly of all, spending time with her family.

PRESIDENT AND MANAGER’S REPORT

Jeremy Becker General Manager/CEO

AJ Cvancara President: District #3

Welcome to our 71st Annual Meeting!

This year, we’re excited to return to a more traditional Annual Meeting, replete with food, fellowship, and door prizes.

Despite the challenges and changes brought forth over the past couple of years, our commitment and dedication to keeping our members connected has not changed—we appreciate each and every one of you and are proud to be your communications provider.

Funding Programs

In November of 2021, the Infrastructure Investment and Jobs Act was signed into law by President Biden. Included in this bill was $42.5 billion for the Broadband Equity, Access, and Deployment (BEAD) Program for the deployment of broadband. With the BEAD program and other grant programs, there’s an unprecedented amount of dollars available to aid in the expansion of broadband infrastructure. Although this is positive for the industry as a whole, the majority of these programs are centered on bringing internet to unserved or underserved communities. Due to the foresight of North Dakota Rural Broadband providers, the opportunity to capitalize on these programs is minimal, as North Dakota is already considered one of the most connected states in our country.

Equally as important to building broadband infrastructure is sustaining the networks once they’re built. This is where most of our

advocacy efforts are focused. It’s imperative to NCC’s success that the legacy programs, which have long been in place, remain viable as these programs were momentous in the strategic planning to build and to maintain our robust fiber network.

The importance of high-quality broadband in our lives

Proven by the continued increase in internet demand from our membership, internet access has become a pillar of our everyday lives. Many of us were left without power this past spring due to storms that impacted our region and we are confident it made all of us consider what life might be like without electricity. It’s also interesting to ponder what our lives would be like without the internet. The internet has become such an essential part of our personal lives, in the way we communicate, learn, and entertain ourselves—and it’s also vital to the daily operations of all banking, healthcare, education, production, manufacturing, transportation, and cellular facilities. We have become truly reliant on the connection it provides. Therefore, it’s incumbent upon us to continue to invest in the electronics, redundancy, and outside plant infrastructure of our network.

In 2021, we enhanced core transport electronics and end user electronics, and upgraded a fiber ring segment placed in the 1980s. We also launched a new product last year called “myNCC Connect,” an app based service that helps protect and manage your home Wi-Fi network.

The need for constant vigilance

As our substantial dependence on internet service increases, so does the interest of bad actors seeking to intercept and steal private information. We’re continuously improving and monitoring our network to minimize our risk and prevent cyber-security attacks. As members, you can assist in defending against these criminals by simply updating your passwords on a regular basis, using stronger passwords or even more secure passphrases, and by carefully verifying the sending address on your emails before opening them. If there’s even the slightest doubt—don’t open it.

The accessibility, reliability, and security of our network remain top priorities at NCC.

Contributing to the financial health of our communities

As noted on the financial statements of this booklet, NCC had another healthy year, showing a $6 million net margin and decreasing our Long Term Debt by nearly $3 million. As a cooperative, our main responsibility is to provide an affordable service that otherwise may not exist.

As a cooperative, we have a Concern for Community. In 2021, NCC donated nearly $60,000 back to the communities we serve in the form of donations, sponsorships, and scholarships. And as a

cooperative, we share our financial success with our members. This year we’ll allocate more than $4.3 million back to our members in the form of a credit to your capital accounts for the year 2021. These capital credit allocations become cash when a General Retirement is approved by the NCC Board of Directors. For the second year in a row, based off the financials of 2021 and the operational and capital needs of 2022, the NCC Board of Directors has approved a $1.5 million general retirement back to the membership. This will include the remaining balances of 1994 and 1995, as well as a portion of 1996 and 2021.

Let’s take a moment to appreciate each other and what we’ve created

We would personally like to thank all of our members for the support you have shown for your local telecommunications/broadband cooperative.

We would also like to recognize and thank the NCC Board of Directors, as well as our great employees for their dedication to our success.

We are looking forward to another champion year in keeping our members connected!

SUBSCRIBER NUMBERS

BOARD OF DIRECTORS/ATTORNEY

It would be an understatement to say the world of telecommunications has changed in the last few decades. Throughout our decades of experience, we’ve watched this industry progress and transform in radical ways, but some things don’t change - like our North Dakota mindset to get the job done, and done well, or our commitment to consistently provide you

ROGER MANGER

Secretary/Treasurer, District 1

Marmon, Round Prairie & Grenora

NATE JEPSEN

District 4

Bowbells, Flaxton, & Lignite

with cutting-edge communication. Here at Northwest Communications Cooperative, we offer internet, telephone, video and security services that are topof-the-line and, most importantly, delivered with a handshake and a smile. Based in Ray, North Dakota, we consider northwest North Dakota our neighborhood. Let us know how we can serve you.