NCC 73rd Annual Meeting Booklet

73rd ANNUAL MEETING

Broadband Beyond Reality

MAKING CONNECTIONS

2024 ANNUAL MEETING OF MEMBERS

JUNE 18TH, 2024 I RAY, NORTH DAKOTA

AGENDA

5:00 P.M.

REGISTRATION

MEAL BEGINS

KIDS’ ACTIVITIES

DEMONSTRATION BOOTHS

LIVE MUSIC BY CHLOE MARIE DUO

BUSINESS MEETING – 6:00 P.M.

CALL TO ORDER

REPORT OF QUORUM

NATIONAL ANTHEM

READING OF THE MINUTES OF 2023 MEETING

ELECTION OF THREE (3) DIRECTORS

FINANCIAL REPORT

INTRODUCTIONS

PRESIDENT AND GENERAL MANAGER’S REPORT

UNFINISHED BUSINESS

NEW BUSINESS

ADJOURNMENT

2023 MINUTES

OF THE ANNUAL MEETING OF NORTHWEST COMMUNICATIONS COOPERATIVE

The 2023 Annual Meeting of the members of the Northwest Communications Cooperative (NCC) was held in Ray, North Dakota on Tuesday, June 20, 2023. 314 people, including 192 voting members, attended the Annual Meeting in person. The meeting was also broadcast live on television and via Facebook. Near the meeting’s close, cash and prizes donated by merchants and 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 2022 ANNUAL MEETING

President Cvancara drew attention to the 2022 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 June 21, 2022 Annual Meeting Minutes and to approve of the minutes as printed in the 2023 Annual Meeting booklet, pages 3-4.

ATTORNEY’S REPORT

Attorney Jennifer Gjovig reported on By-Law Changes made in the last year. These changes were published on the screen for viewing by the membership while Attorney Gjovig discussed them.

APPOINTMENT OF CREDENTIALS & ELECTION COMMITTEE

President Cvancara introduced the following members, which he appointed to the Credentials & Election Committee in accordance with Article III, Section 9 of the By-Laws:

District 2 – Mark Weyrauch

District 3 – Chris Soiseth

District 4 – Terri Redmer

Ex Officio Member – CFO Bingeman

CERTIFICATE OF DIRECTOR NOMINATIONS

Secretary/Treasurer Roger Manger presented the Certificate of Director Nominations, verifying that the following members were nominated by petition as Directors for three-year terms:

District 3 Wildrose, McGregor, Noonan, and Alamo Exchange

AJ Cvancara – Incumbent Candidate

District 7 Crosby Exchange

Jim Simonson – Incumbent Candidate

Douglas Anderson - Candidate

INTRODUCTION OF CANDIDATES AND NON-CONTESTED ELECTION

President Cvanara directed the members to the biographical profiles of each candidate on page 7 of the Annual Meeting booklet. He indicated that the By-Laws of NCC require that candidates for election as Directors must be nominated by petition. Because there was no contest for District 3 Director position, President Cvancara entertained a motion from the floor to have Secretary/Treasurer Manger cast a unanimous ballot for AJ Cvancara for Director of District 3.

MOTION: Duly made, seconded, and unanimously carried that Secretary/Treasurer Manger cast a unanimous ballot for AJ Cvancara as Director of District 3.

ELECTION OF DISTRICT 7 DIRECTOR

President Cvancara directed all members wishing to vote to complete their ballots by selecting a candidate for District 7. Said ballots would be collected after the financial report.

FINANCIAL REPORT

CFO Jen Bingeman presented NCC’s 2022 Financial Report as shown in the 2023 Annual Report booklet, pages 5-6.

MOTION: Duly made, seconded, and unanimously carried to accept the audited 2022 Financial Report as shown in the 2023 Annual Meeting booklet, pages 5-6.

BALLOT COLLECTION

The paper ballots were collected by NCC employees and remitted to the Credentials & Election Committee for tallying.

INTRODUCTIONS

President Cvancara introduced the following parties and also recognized former employees, directors, veterans, and other guests in attendance:

District 1 (Grenora, Marmon, & Round Prairie)

Roger Manger & MaryLou

District 2 (Ray & Epping) Troy Donnelly & Deanna

District 3 (Wildrose, Alamo, McGregor, & Noonan)

AJ Cvancara & Katy

District 4 (Flaxton, Lignite, Bowbells, & Portal)

Nate Jepsen & Lenell

District 5 (Powers Lake & Columbus)

Leslie Grubb & Tyler

District 6 (Tioga) Lorena Lambrecht & Daren

District 7 (Crosby) Jim Simonson & Sandra

PRESIDENT’S REPORT AND GM/CEO INTRODUCTION

President Cvancara thanked DMJ for the entertainment and National Anthem, the City of Ray and the Ray Fire Department for help with setup efforts, Ray FBLA Students for assisting with childcare, Pour Some Sugar Bakery and Thoresons’s Meat for meal preparation, and all NCC’s employees for their hard work for the annual meeting and serving dinner. He then called the members’ attention to the General Manager’s Report in the Annual Report booklet on page 8-9 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 2023 Annual Report booklet on pages 8-9. He addressed NCC’s status as a Smart Rural Provider, announced NCC’s acquisition of the Portal Exchange, noted the grant program for completion of infrastructure improvements in Portal, and discussed cybersecurity. Becker also highlighted NCC’s community contributions of approximately $70,000 and NCC’s overall financial health, the latter of which allowed for $1,500,000.00 million dollars in capital credit retirement.

UNFINISHED BUSINESS

President Cvancara called for unfinished business and none was presented.

NEW BUSINESS

President Cvancara called for new business and none was presented.

REPORT OF ELECTION RESULTS

President Cvancara announced that Jim Simonson was elected as Director for District #7.

ADJOURNMENT

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

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

Respectfully submitted, ROGER MANGER, Secretary

ATTEST: AJ CVANCARA, President

2023 FINANCIAL REPORT

OPERATING STATEMENT

DIRECTOR CANDIDATES

ROGER MANGER

CANDIDATE FOR DISTRICT #1

MARMON, GRENORA, AND ROUND PRAIRIE

The incumbent director from District #1 is Roger Manger. He graduated from Grenora High School and Minot College of Business with a Business Administration Computer Programming degree. He worked for SRT Communications in Minot for 34 years.

Roger retired, moved back to the farm south of Grenora, and helps farmers and ranchers. He is on the Strandahl Township Board, a member of the St. Petri Cemetery Association, serves on the Williams County Farm Bureau Board, and is a member of St. Olaf Lutheran Church in Grenora. Roger has served on the NCC board for 12 years.

Roger and his wife Mary Lou have been married for 52 years. They have 4 grown children, 10 grandchildren, and 2 great-grandsons. Randi Lou, Trent, and their family live in Minot. Robert and Stephan are in Kathleen, GA. Melissa, Brett, and their family reside in Minot. Mikkel, Jason, and their family live in Dawson, MN..

Roger enjoys life, horseback riding, shooting, hunting, fishing, and time with his wife, family, grandkids, and great-grandsons.

TROY DONNELLY

CANDIDATE FOR DISTRICT #2

RAY AND EPPING

The incumbent director from District #2 is Troy Donnelly. He is a graduate of Ray High School. He later graduated from Williston State College with a degree in diesel mechanics.

Troy is currently farming in the Ray area. He is a member of the Ray Fire Department and the Ray Lutheran Church. He also serves on the West Bank Township Board and the Ray Cemetery Board. Troy has served on the NCC board for almost 13 years

Troy is married to Deanna, who is an elementary teacher at Ray School. They have three children; Riley, Haley, and Cassidy. They live on their farm east of Ray.

NATE JEPSEN

CANDIDATE FOR DISTRICT #4 BOWBELLS, FLAXTON, LIGNITE, AND PORTAL

The incumbent director from District #4 is Nate Jepsen. He is a graduate of Bowbells High School, received his AS degree from Williston State College, and BS degree from Minot State University. Nate has been a practicing CPA for years. He currently owns and operates Nathan L. Jepsen, PLLC.

Nate serves on the board of directors for Flaxton Farmers Mutual Fire Insurance Company. He is a prior board member of the Williston State College Foundation. He is a member of Bethlehem Lutheran Church, Bowbells. Nate has served as an NCC director for 15 years and is a prior President of NCC’s board of directors.

Nate and his wife, Lenell, have two stepchildren, Ryan and Taylor. He enjoys spending time outdoors in the summer and following NCAA Basketball, especially during March Madness.

PRESIDENT AND MANAGER’S REPORT

LORENA LAMBRECHT

President

WELCOME TO OUR 73RD ANNUAL MEETING!

Welcome to the 73rd Annual Meeting of NCC. Reflecting on the past year, we are proud to present a comprehensive overview of our achievements, challenges, and strategic initiatives.

INFRASTRUCTURE AND NETWORK

Over the past decade, NCC has made significant investments in broadband infrastructure. This plays a crucial role in the social, economic, and technological development of our local area. Building robust, accessible broadband networks allows our members and the communities we serve to fully participate in the digital world.

While we’ve rebuilt most of our underground infrastructure, the work is ongoing. In 2023, we upgraded older fiber infrastructure and expanded fiber counts in areas experiencing unexpected growth. This included bringing Portal into our network and providing full fiber access for their entire community.

Additionally, we enhanced network reliability with new broadband paths for redundancy. We also increased our Ethernet rings for higher network capacity. Reliability and capacity are key to providing our members with the exceptional broadband experience they deserve. Looking ahead, we are preparing for a major upgrade to our transport ring in 2024.

MAKING CONNECTIONS

JEREMY BECKER General Manager/CEO

THE MEMBER EXPERIENCE

NCC remains dedicated to our mission of being the premier provider of communication services in northwest North Dakota. Delivering high-speed broadband our members can count on to stream, download, and browse without interruption is a key component of this mission.

We’re also focused on understanding our members’ needs and enhancing their experience based on feedback from members, employees, and the Customer Experience Committee. Our goal is to provide a seamless and enjoyable experience at every touchpoint— from initial inquiry to post-purchase member support.

CYBERSECURITY AND SAFETY

In today’s digital world, cybersecurity best practices are crucial to protect sensitive information and prevent cyber threats. NCC’s Protect IQ service helps reduce the risk of cyber-attacks, and we encourage using strong, unique passwords, enabling two-factor authentication, and keeping software updated.

We must also educate our children about online safety. Much like wearing helmets, using seatbelts, and never talking to strangers, it’s important to set clear guidelines for online safety. The myNCC Connect app assists parents with monitoring online activity, setting screen time limits, and blocking harmful content to keep everyone in the household safe.

To learn more about ProtectIQ or myNCC Connect, please stop by our booth, call our office, or visit us online at ncc@nccray.com.

FINANCIAL PERFORMANCE

NCC’s financial performance in 2023 was extremely positive. Operating revenues increased by approximately 2% compared to 2022 and reached a total of $23.5 million.

While our net operating margin decreased slightly, our total net margin increased to $5.7 million. Our balance sheet reflects total assets of $78.5 million and total liabilities of $22.5 million, with long-term debt decreasing by 11% or $2.8 million.

We are invested in supporting our communities through various means such as donations, sponsorships and volunteering. Our commitment to giving back and actively participating in community initiative is a core value that drives our actions and strengthens our bond with the people we serve.

POLICY & REGULATION

NCC is dedicated to sustaining leading-edge broadband service that is reliable, affordable, and accessible for everyone in our local communities. Although at times it feels like we’re running a never-ending race, I’m optimistic we’ll be victorious in our goal of connecting rural Americans with modern communications services.

We also appreciate the efforts of our National and State Delegates and advocacy partners, NTCA and BAND, in supporting broadband access for rural Americans.

THANK YOU

In conclusion, NCC is incredibly grateful for our progress and achievements over the past year. Through collaboration, innovation, and a commitment to high-quality service, we’ve overcome challenges and seized opportunities to advance our organization and our communities. We look forward to building on our success, learning from our experiences, and striving for excellence in all our endeavors.

Thank you to our dedicated local team, valued members, and supportive communities for their contributions to NCC’s continued success.

SUBSCRIBER NUMBERS

BOARD OF DIRECTORS/ATTORNEY

As telecommunications have changed over recent years, Northwest Communications Cooperative has remained committed to providing cutting-edge communication to northwest North Dakota. We believe in the people we serve, so we offer technology with a healthy dose of human interaction. Our top-of-the-line communications technology is delivered with a handshake and a smile. Whether it’s internet, telephone, video, or security services, you can count on NCC’s commitment to consistency.

ROGER MANGER

District 1

Marmon, Round Prairie, & Grenora

NATE JEPSEN

District 4

Bowbells, Flaxton, Lignite, & Portal

TROY DONNELLY

District 2

Ray & Epping

LESLIE GRUBB

Secretary/Treasurer, District 5

Powers Lake & Columbus

JIM SIMONSON

Vice President, District 7

Crosby

AJ CVANCARA

District 3

Wildrose, McGregor, Noonan, & Alamo

LORENA LAMBRECHT

President, District 6

Tioga

Attorney

NCC EMPLOYEES

SCHOLARSHIP WINNERS

2024 ARTHUR S. JOHNSON SCHOLARSHIP WINNERS

CAMBRY ANKENBAUER

Cambry Ankenbauer, daughter of Bryan and Joy Ankenbauer, graduated from Bowbells High School. This fall, Cambry plans to attend Minot State University for a degree in Accounting with the goal of becoming a Certified Public Accountant.

ALIZA SCHROEDER

Aliza Schroeder, daughter of Jody and Amy Schroeder, graduated from Powers Lake High School. In the fall, Aliza plans to attend North Dakota State University where she will pursue degrees in Biology and Comprehensive Science Education.

MADDIX FALK

Maddix Falk, daughter of Derick and Megan Falk, graduated from Ray High School. Maddix’s plans for this fall are to attend Williston State College to play softball for the Tetons before transferring to UND to major in Biomedical Engineering.

BILLI FORTIER

Billi Fortier, daughter of John and Roxanne Fortier, graduated from Divide County High School. She plans to attend Miles Community College in Miles City to rodeo and get her degree in Animal Science.

2024 KENNETH LUND JR. SCHOLARSHIP WINNERS

ZACHARY VIGNESS

Zachary Vigness, son of Wayne and Tiffaney Vigness, graduated from Divide County High School. Zach plans to attend the University of North Dakota this fall majoring in Computer Science.

KYRA BAKKEN

Kyra Bakken, daughter of Grady and Traci Bakken, graduated from Burke Central High School. In the fall, she will be attending North Dakota State University to major in Radiologic Sciences, hopefully to enter the diagnostic medical sonography program.