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Board of Directors Meeting Minutes - September 22, 1997
The initial meeting of the Board of Directors of the Universal Service Administrative
Company (USAC) (the Corporation) was held at the Federal Communications Commission
(FCC) - Room 856, 1919 M Street, NW, Washington, D.C., on the above date. The
meeting was called to order at 10:00 AM by David F. Hoyle, the Sole Incorporator.
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Sixteen Board members were present, representing
a quorum, as follows:
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RHC |
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David Abramson
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James Jackson
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Anne L. Bryant
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Donald Lynch
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John Anthony Butler
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Dr. Henry Marockie
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Edwin H. Eichler
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Kathleen G. Ouye
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Heather Burnett Gold
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Dr. Jay Sanders
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Frank Gumper
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Lisa Rosenblum
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Kevin Hess
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Allan Thoms
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Martha Hogerty
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Tom Wheeler
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One member was absent as follows:
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Brian Talbott
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Others present for various parts of the open meeting are included in the list
attached to these minutes as Attachment I.
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Mr. Hoyle opened the meeting by welcoming the assembly and explaining
the agenda. He also introduced representatives from the National Exchange
Carrier Association, Inc.(NECA): William E. Stern, Vice President; Kenneth
A. Levy, General Counsel, and Edward R. English, Director, Finance. Mr.
English was designated Secretary for the meeting.
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Mr. Hoyle requested that the members of the Board introduce themselves.
At the conclusion of Board introductions, Mr. Hoyle introduced Commission
Chairman Reed Hundt, who addressed the Board. Following the presentation,
Mr. Hoyle introduced Commissioner Susan Ness, who also addressed the Board.
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Mr. Hoyle read to the Board a document entitled "Consent of Shareholder
in Lieu of First Meeting of Shareholder," which he had filed with the
State of Delaware on September 17, 1997, as the Sole Incorporator, which
is attached as Attachment II.
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Mr. Hoyle introduced Resolutions for Board approval to organize and initiate
the Corporation. On motions duly made and seconded, the Board unanimously
adopted the following resolutions:
RESOLVED, that the original Certificate of Incorporation of this
Corporation, filed in the office of the Secretary of State of the State
of Delaware on September 17, 1997, is hereby ratified and approved. The
Secretary is instructed to cause a certified copy of the Certificate of
Incorporation to be inserted in the Minute Book.
RESOLVED, that all of the actions taken by the incorporator of
this Corporation to effect the incorporation of this Corporation are hereby
approved, ratified, confirmed and adopted by and on behalf of this Corporation.
RESOLVED, that creation of a seal, bearing the inscription of "Universal
Service Administrative Company, Delaware, 1997" is authorized and
shall be the official corporate seal of the Corporation.
RESOLVED, that the form of stock certificate representing shares
of Stock, having a par value $0.01 per share, at a price per share of
one and no/100 dollars ($1.00), is adopted as the form of stock certificate
for the Stock of the Corporation.
RESOLVED, that the Corporation issue one hundred (100) shares of
its common stock, par value one cent ($0.01) per share and sell such shares
to the National Exchange Carrier Association, Inc. at a price of One and
no/100 Dollars ($1.00) per share.
The Certificate of Incorporation is attached as Attachment
III.
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The Board considered electing Board officers and officers of the Corporation,
but postponed any resolution until after presentation of operational matters
by Mr. Stern.
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The Board considered adopting eighteen resolutions for accomplishing the
fiscal duties of the Corporation, but also postponed the decision until
after presentation of operational matters by Mr. Stern.
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Mr. Hoyle requested a motion for the Board to accept the By-Laws
of the Corporation. On a motion duly made and seconded, the Board unanimously
adopted the following resolution:
RESOLVED, that the By-Laws for the regulation of the affairs of
this Corporation, as approved by the Federal Communications Commission
in a Public Notice dated September 15, 1997, attached hereto and incorporated
herein by reference, are hereby ratified, adopted and approved as the
By-Laws of this Corporation and shall be filed with the Minutes of the
Corporation. The By-Laws are attached as Attachment IV.
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Upon recommendation that the Corporation obtain adequate insurance coverage,
on a motion duly made and seconded, the Board unanimously adopted the following
resolution:
RESOLVED, that the Corporation provide for directors' and officers'
insurance, property, casualty and fiduciary insurance, as well as such
other insurance as the officers of the Corporation deem necessary or advisable.
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Mr. Stern, Vice President, NECA discussed functions to be performed by
NECA, USAC, Schools and Libraries Corporation (S&L), and Rural Health
Care Corporation (RHC), the resources required and possible arrangements
with NECA to continue to support the developmental effort. The Board discussed
the issue of short timelines, creation of application forms, websites and
processes, along with the resources required to accomplish the tasks.
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Mr. Hundt, Chairman of the FCC, introduced The Honorable Jay Rockefeller,
Senator from West Virginia, who addressed the Board.
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At the conclusion of the address, the Board resumed discussion of operational
matters until 12:42 P.M., when a recess was called for lunch.
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Mr. Hoyle reconvened the meeting at 2:10 P.M., and the Board conducted
the following elections:
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On a motion duly made and seconded, the Board elected, by secret ballot,
Frank Gumper as the Service Provider representative to the S&L Corporation.
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On a motion duly made and seconded, the Board elected, by secret ballot,
Kevin Hess as the Service Provider representative to the RHC Corporation.
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On a motion duly made and seconded, the Board passed the following resolution:
RESOLVED, that the full Board shall select the Chairman of the
High Cost and Low Income Committee.
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On a motion duly made and seconded, the Board unanimously elected Heather
Burnett Gold as Chairman of the High Cost and Low Income Committee. At 2:35
P.M., Tom Wheeler excused himself from the meeting.
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The Board discussed operational matters related to using the services
of NECA to further assist the operational start-up and on-going operations
of the Corporation. On a motion duly made and seconded, the following resolutions
were adopted:
RESOLVED, that USAC will enter into a one-year contract with
NECA to perform specified duties to carry out USAC functions.
RESOLVED, that all services provided by NECA through today's meeting
which were authorized by the FCC dated July 18 and August 15, 1997 are
accepted and authorized for payment to NECA under the requirements of
the NECA Cost Manual. NECA is hereby authorized to continue the services
described in the FCC Orders through provision of its staff and other resources
on a fully compensatory basis and to provide such additional services
as the Board deems necessary to meet the regulatory deadlines until such
time that a written contract is executed between the parties.
RESOLVED, that at the next Board meeting, NECA will report to
the Board its plan for carrying out the specified USAC functions.
RESOLVED, that USAC will oversee and direct NECA in the performance
of USAC work.
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The Board next addressed the need for electing a Chairman and Vice Chairman.
After some deliberation, it was decided to appoint a Committee of Chairman
to oversee operations until a Chairman and Vice Chairman were elected.
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The following Board members agreed to
serve on the Committee of Chairman:
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Donald Lynch
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Dr. Henry Marockie
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Lisa Rosenblum
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The Board next addressed the need for electing officers of the Corporation.
On motion duly made and seconded, the following resolutions were adopted
unanimously:
RESOLVED, that William E. Stern be elected as Acting Chief Executive
Officer of the Universal Service Administrative Company (USAC).
RESOLVED, that Edward R. English be elected as Acting Secretary/Treasurer
of the Universal Service Administrative Company (USAC).
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The Board next addressed the eighteen fiscal resolutions authorizing the
officers of the Corporation to establish bank accounts, pay all expenses,
procure proper books, etc. Upon a motion duly made and seconded, the following
resolutions were adopted unanimously:
RESOLVED, that the Chairman of the Board of Directors, the Chief
Executive Officer and the Treasurer of the Corporation (the "Designated
Officers") be and each of them hereby is authorized for and on behalf
of the Corporation to designate from time to time one or more banks, trust
companies or other banking institutions (any thereof being hereinafter
referred to as a "bank") to act as depository or depositories
for the funds of the Corporation for and during such period as he may
from time to time deem necessary or desirable in the interests of the
Corporation and to open or close out from time to time accounts in any
such depository so selected or reselected.
RESOLVED, that the Designated Officers of the Corporation be and
each of them hereby is authorized and directed, in the name and on behalf
of the Corporation, to take any and all action that they may deem necessary
or advisable in order to establish bank accounts from time to time for
the efficient conduct of the Corporation's business.
RESOLVED, that the CEO of the Corporation be and he or she hereby
is authorized to designate those officers or agents of the Corporation
who may be authorized from time to time to sign checks on any of such
bank accounts.
RESOLVED, that the CEO, any Vice President, Secretary and Treasurer
be, and each of them hereby is, authorized and directed, for and on behalf
of the Corporation, to pay all charges and expenses incident to or arising
out of the incorporation of the Corporation and to reimburse the persons
who have made any disbursements therefor.
RESOLVED, that the officers of the Corporation be and each of
them hereby is authorized and empowered on behalf of the Corporation to
pay any other such fees and expenses and to do such other acts and things
as they may deem necessary or advisable in connection with the carrying
out of any of the matters or purposes set forth in the foregoing resolutions.
RESOLVED, that the Secretary and the Treasurer of this Corporation
be and hereby are authorized and directed to procure all appropriate corporate
books, books of account and stock books that may be deemed necessary or
appropriate in connection with the business of this Corporation.
RESOLVED, that the fiscal year of the Corporation shall commence
on the first day of January and shall end on the last day of December
of each year.
RESOLVED, that the Treasurer or any employee designated by the
Chief Executive Officer or the Treasurer be authorized to deposit for
safekeeping any temporary cash investment securities with such banks or
trust companies approved as depositories of funds of USAC or such other
bank or trust company as deemed appropriate.
RESOLVED, that the Treasurer is authorized to sell any security
purchased for temporary investment purposes; to agree at the time of purchase
of any temporary investment to resell all or any part thereof on terms
fixed at the time of purchase; and to agree at the time of sale of any
temporary investment to repurchase all or any part thereof on terms fixed
at the time of sale.
RESOLVED, that for corporate purposes of the Corporation, the
Treasurer, be, and hereby is, authorized to borrow such amounts as may
from time to time be approved by the Chief Executive Officer. Said borrowings
to be made as follows:
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from such banks, insurance companies, or other financial institutions
on such terms and at such rates of interest as the Treasurer shall
deem advisable, and in connection therewith, there may be executed
and delivered unsecured promissory notes on behalf of the Corporation
evidencing such forms as the officer executing the same approve, each
such note to be signed by the Treasurer.
RESOLVED, that the holder may rely on any unsecured promissory
note of the Corporation signed as provided for in these resolutions as
constituting a valid and binding obligation of the Corporation.
RESOLVED, that in connection with borrowings by the Corporation
to be made from the issuance and sale from time to time of unsecured promissory
notes (commercial paper) authorized pursuant to the foregoing resolutions,
the signature of any officer authorized to execute any such note (commercial
paper) on behalf of the Corporation may, but need not be a facsimile signature
imprinted or otherwise reproduced on such note, the Corporation hereby
adopting as binding upon it the facsimile signature of the present and
any future Chief Executive Officer, or, Treasurer provided however, that
the countersignature on such notes may not be a facsimile signature.
RESOLVED, that the Chief Executive Officer has the responsibility
to ensure the preparation and submission to the Board of Directors of
a quarterly expense budget and an annual capital expenditure budget, each
of which describes in reasonable detail the programs and projects contemplated.
RESOLVED, that the Chief Executive Officer will periodically submit
to the Board of Directors a comparison of the budgets with actual results
of operations.
RESOLVED, that the Chief Executive Officer shall have full power
to enter into contracts, purchase material, and approve employee expenses
on behalf of the Corporation for all contracts in amounts prescribed by
the attached schedule of authorizations and that the attached schedule
of authorizations is approved. See Attachment V.
RESOLVED, that the Chief Executive Officer may at his or her option
delegate the power to enter into contracts, purchase material, and approve
employee expenses for all contracts or amounts valued at or below the
amounts prescribed in the approved schedule of authorizations.
RESOLVED, that the Chief Executive Officer shall have the full
authority to approve the disbursement of support funds and may delegate
this authority to the Treasurer.
RESOLVED, that the officers of the Corporation be, and each of
them hereby is, authorized and directed to execute any and all stock certificates
and other instruments or documents, and to take any and all other actions,
as such officer may consider appropriate in order to carry out the foregoing
resolution.
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Acknowledging the requirement to establish appropriate office space, operating
facilities and personnel for the Corporation, upon a motion duly made and
seconded, the following resolution was adopted unanimously:
RESOLVED, that the officers of the Corporation be, and each of
them hereby is, authorized and directed to make such arrangements as are
deemed necessary and appropriate with respect to office space, operating
facilities and personnel, in order to conduct the business of the Corporation
efficiently and properly.
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Mr. Levy presented a discussion of authorizations to do business in various
states and the importance of securing the service mark of the Corporation.
On motion duly made and seconded, the following resolutions were adopted:
RESOLVED, that for the purpose of authorizing the Corporation
to do business in any jurisdiction in which it is necessary or expedient
for the Corporation to transact business, the officers of the Corporation
be and each of them hereby is authorized to appoint and substitute all
necessary agents or attorneys for service of process, to designate and
change the location of all necessary statutory offices and under the corporate
seal if required, to make and file all necessary certificates, reports,
powers of attorney and other instruments as may be required by the laws
of such jurisdiction to authorize the Corporation to transact business
therein, and whenever it is expedient for the Corporation to cease doing
business therein and withdraw therefrom, to revoke any appointment of
agent or attorney for service of process and to file such certificates,
reports, revocations of appointment, or surrenders of authority as may
be necessary to terminate the authority of the Corporation to do business
in any such jurisdiction.
RESOLVED, that the Corporation should review the feasibility
of registering its name as a service mark and/or a logo identifying the
company. This review shall include attorney review of comparable service
marks and design of the actual service mark. If it is determined that
the registration is prudent and legally defensible, the Corporation is
authorized to register the service mark(s) in a timely manner.
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Mr. Stern recommended that the Board consider the formation of standing
committees such as Compensation, Budget and Finance, Audit, etc. The Board
decided to postpone the selection of standing committees to a subsequent
meeting.
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Mr. Levy reviewed the status of regulatory matters affecting the Corporation's
activities.
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Mr. Stern discussed with the Board the requirement to submit a projected
First Quarter 1998 budget to the FCC by November 1 for USAC, S&L, and
RHC. He indicated to the USAC Board that he would prepare a budget which
would be included in the premeeting materials for the next Board meeting.
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Mr. Stern explained the procedure for obtaining reimbursement for Board
expenses and established the schedule for upcoming meetings. See Attachment
VI. At 3:47 P.M., Lisa Rosenblum excused herself from the meeting.
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Mr. Stern explained that FCC rules require that all meetings be held in
Washington, D.C. and be open to the public.
There being no further business to come before the Board, on a motion duly
made and seconded, Mr. Hoyle adjourned the meeting at 4:06 P.M.
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Edward R. English
Secretary
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Date
Content Last Modified: March 31, 2003
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