OTZ Telephone Cooperative, Inc.

Dear Member:

This letter describes the process for the election of members to the board of directors as provided for by Articles III and IV of the Cooperative’s bylaws. A summary of the Articles pertaining to the election of directors and voting by members is provided below.

According to the Cooperative’s bylaws, it is the duty of the board of directors to appoint, not less than 40 (forty) nor more than 90 (ninety) days before the annual meeting of members at which directors are to be elected, a nominating committee consisting of not less than 3 (three) nor more than 9 (nine) members selected from different geographic areas to ensure fairness. The board of directors will make a good faith effort to select at least 1 (one) member of the committee from each geographic area where a director is to be elected. No member of the board of directors, no spouse or relative, and no employee of the Cooperative may serve on the nominating committee. In 2024, 2 (two) directors will be elected, 1(one) from District 1 (Ambler, Shungnak, Kobuk), and 1 (one) from District 5 (Kotzebue). These board seats are presently held by Billy A. Lee, and Marie N. Greene. If you are interested in serving on the nominating committee or running for 1 (one) of the 2 (two) open board seats, please contact 1 (one) of the present members of the board.

The present directors are as follows:

Marie N. Greene Board Pres. – District 5

Billy A. Lee – District 1

Elsie M. Dexter – District 2

Eunice Hadley – District 3

Nellie C Wesley – District 4

Chester L. Ballot – District 6

Harold D. Lambert – District 7

Any member of the Cooperative shall be eligible to be nominated, elected, and remain a director provided that he or she 1 (one) is a natural person residing for at least 6 (six) months during each year in the district from which he or she is to be elected, and 2 (two) is not an employee of the Cooperative or in selling telecommunications services or supplies or in maintaining telecommunications facilities (except that the board may grant exceptions for a “de minimis” competing enterprise).

The nominating committee shall prepare and post a list of nominations for the board seats at the Cooperative’s offices at least 25 (twenty-five) days before the meeting. That list shall include as many candidates for each open seat as the committee deems desirable. The list shall also include nominations made by petition.

346 Tundra Way

P.O. BOX 324

KOTZEBUE, ALASKA 99752

(907) 442-3114

(907) 442-2123 Fax

(800)478-3111 Toll Free

Any 15 (fifteen) or more members of the Cooperative may act together to make nominations by petition, so long as such petitions are received by the secretary no later than 30 (thirty) days before the meeting. Petitions received later shall be treated as nominations from the floor. The secretary of the Cooperative shall mail, either separately or with the notice of the meeting, but in either at least 15 (fifteen) days before the meeting, a statement of the number of board members to be elected and the name and districts of the candidates nominated (either by the committee or by timely petition) and running for election.

At the annual meeting, the chairperson shall call for additional nominations from the floor, and nominations shall not close until at least 1 (one) minute has passed without further nominations. No member may nominate more than 1 (one) candidate. Incumbent directors must be re-nominated by the committee, by petition or from the floor to be re-elected.

Members will be able to vote by mail. The secretary will mail to each member, along with the notice of the meeting, an official ballot, and a voting envelope. The ballot may be cast only in the sealed envelope which must be authenticated by the member’s signature, and which must be received at the designated address by 12:00 (noon) at least 3 (three) calendar days before the meeting. A vote so cast shall be counted as if the member were present and voting in person.

Contested elections shall be by a printed ballot listing the candidates nominated by the committee or by petition, with names arranged by districts. Any member desiring to vote for a candidate nominated from the floor shall write in the name of the candidate beneath the names of the candidate beneath the names of the candidates within the particular district which the candidate would represent if elected. Each member present in person at the meeting or voting by mail shall be entitled to vote for 1 (one) candidate from each district from which a director is to be elected. All ballots, whether mailed or cast in person, shall be counted at the meeting by election officials appointed at such meeting. A voice vote may be permitted if there is no competition for the seat or seats to be filled. The candidate from each district for which a director is to be elected receiving either a majority or a plurality of votes cast for that office shall be declared elected as a director. Failure of an election for a given year shall allow the incumbent directors whose directorships would have been voted on to hold over only until the next member meeting at which a quorum is present.

If you have any questions about this nominating or election process, please call me at 907-442-3114 or

1-800-478-3111.

Sincerely,

Kelly Williams, CEO