Amendment to Bylaws

AGENCY:

Rural Telephone Bank, USDA.

ACTION:

Notice of revised bylaws.

SUMMARY:

The Board of Directors of the Rural Telephone Bank (Bank) adopted an amendment to the bylaws of the Bank on August 17, 2001. The bylaw amendment defines the terms “eligible” and “controlled” with respect to the purchase of Class C stock.

EFFECTIVE DATE:

This action was effective August 17, 2001.

FOR FURTHER INFORMATION CONTACT:

Roberta D. Purcell, Assistant Governor, Rural Telephone Bank, (202) 720-9554.

SUPPLEMENTARY INFORMATION:

Bylaw section 2.2, paragraph (c) is revised and redesignated as paragraphs (c) and (d), and existing paragraph (d) is redesignated as (e) as follows:

Article II—Capital Stock and Special Fund Equivalents

Sec. 2.2 Rights, Powers, Privileges and Preferences of Each Class of Stock

(c) Class C stock shall have a par value of one thousand dollars ($1,000) per share, shall be issued only at par, shall be held only by borrowers or by corporations and public bodies eligible to borrow under section 408 of the Act, or by organizations controlled by such borrowers, corporations and public bodies, and shall be voting stock. A corporation or public body is considered eligible to borrow if it is engaged in activities that the Bank determines could be financed under section 408 of the Act. An organization is considered controlled if (1) a majority of the voting stock or other controlling authority in the organization is held by borrowers or by corporations and public bodies eligible to borrow under section 408 of the Act and (2) such borrowers, corporations, and public bodies are not prevented by any agreement or other restriction from exercising such controlling authority as they may desire.

(d) At such times and in such amounts as the Board may designate, dividends may be declared and paid to holders of Class C stock, but only from income of the Bank. Until all Class A stock is retired, the annual rate of any such dividend shall not exceed the current average rate payable on the bonds, debentures, notes and other evidences of indebtedness issued by the Bank (hereinafter collectively called “telephone debentures”). No dividend on Class C stock shall be paid at any time when any portion of the cumulative 2 percent return on Class A stock required by section 406(c) of the Act remains unpaid. Prior to dissolution or liquidation of the Bank, Class C stock may be redeemed and retired only after all shares of Class A stock shall have been redeemed and retired. Upon dissolution or liquidation of the Bank, holders of Class C stock shall be entitled to retirement of their stock at par after payment of all liabilities of the Bank and after retirement of all Class A and Class B stock at par, but shall not be entitled to share in any remaining surpluses or contingency reserves, as provided in section 411 of the Act. Class C stock shall not be transferable, absolutely or by way of collateral, except to a borrower, or a corporation or public body eligible to borrow under section 408 of the Act, or an organization controlled by such borrowers, corporations, or public bodies.

(e) No holder of Class B or Class C stock shall be entitled to more than one vote, regardless of the number and class or classes of shares held, nor shall Class B and Class C stockholders, regardless of their number, which are owned or controlled by the same person, group of persons, firm, association, or corporation be entitled to more than one vote.