innovating together | 1innovating2022reportANNUALtogetherJUNE 8, 2023KIDDER COUNTY SCHOOL
2 | 71st annual meetingtable ofcontents18mail-in-ballot request information71st annual meeting agenda02advanced notice of annual meeting01nominating committee report1725board of directorsfinancial graphs09operating statement08community partnership grants24222022 scholarship winnerssecretary/treasurer & CFO’s report06president & CEO’s perspective032022 annual meeting minutes 20proposed amendments to bylaws12balance sheets10employees26live meetingbroadcastIf you are unable to attend but would still like to participate, please consider joining us on TV or online:BEK EPIC IPTV• Ch-65 West ND• Ch-65 East NDMidco• Ch-609 West ND• Ch-4 East NDDirect TV• Ch-26 West ND• Ch-44 East NDDish Network• Ch-24 West ND• Ch-5/5157 East NDOver-the-Air: BEK TV• Ch-26.1 Southwest ND• Ch-24.1 Northwest ND• Ch 27.1 Eastern NDOnline• Facebook• bek.tv
innovating together | 1advanced notice ofannual meeting71st Annual Meeting | Thursday, June 8, 2023Notice is hereby given that the 71st Annual Meeting of the members of BEK Communications Cooperative will be held in Steele, North Dakota, on Thursday, June 8, 2023, at the Kidder County School. As a cooperative member, you are encouraged to come and share our year in review. Your participation in the business meeting of your cooperative is greatly appreciated. For your convenience, free child care will be available during the meeting.Procedural, director, and bylaws voting may be done by mail-in ballot or in person at the Annual Meeting. Members must request a mail-in ballot; the mail-in ballot request forms will be mailed to all members around mid-April.Registration & Beef Supper | 5:30 pm - 7:00 pm Enter at the entrance door of Kidder County SchoolBEK Communications Cooperative Annual Meeting | 7:00 pm Meeting is conducted in the Kidder County School gymnasium
2 | 71st annual meeting2 | 71st annual meeting71st annual meetingagendacall meeting to order1officer’s report5unfinished business9manager’s report72022 year in review videoquestions & answers3presentation of flagsjames k. mcaleer amvets post 20, steele2vice pastor trish deboerenglish lutheran church, tappen | bethany luteran church, robinsoninvocationnational anthemstacey svannes4election of directors6other reports8closing & door prizes10
innovating together | 3president & ceo’sperspectiveBRETT STROHBoard of Directors PresidentDERRICK BULAWACEO/General ManagerINNOVATING TOGETHER.In the early 2000s, BEK Communications Cooperative’s Board of Directors set out a long-term strategy of service innovation in response to long-term population decline, farmstead consolidation, competition, and projected instability in the Universal Service Fund (USF). The goal was to broaden the product and service oerings provided by BEK to meet current and future demands of BEK members and surrounding markets. This process began by identifying the product and service gaps between rural and urban markets, the unmet needs of rural markets in the state, and business opportunities consistent with BEK’s core capabilities. This innovative posture has allowed BEK to broaden its service oerings, sharpen its competitive capabilities, and bring innovative services to its members and the surrounding communities.The backbone of this innovation was the deployment of a pure home-run fiber network and the internet protocol (IP) core systems, along with the development of engineering skills to manage such technology. Beginning in 2004, the development of the IP and fiber network began in the cooperative’s serving area. It included a combined investment of more than $100 million over nine years. It enabled products such as:
4 | 71st annual meeting• Broadband Internet with download speeds of 10,000 Mbps, (Megabits Per Second), which replaced dial-up internet (with download speeds of 50 to 250 Kilobits per second). • Internet Protocol TV (IPTV) introduced digital television, electronic program guides (EPG), digital video recording (DVR), and high-definition picture quality. • Internet Protocol Voice (IP Voice) allowed the unique ability to plug your phone into the internet anywhere in the world and it would work with your BEK phone number. • Local Sports Broadcasting (BEK Sports) became BEK’s first television content product eort in 2007. It was a competitive tool against both satellite and cable competition to attract members to the BEK IPTV service, which oered the local broadcast of high school sporting events in the BEK service territory. These were just some of the first generations of innovative products brought to market in response to future needs of BEK members.Over time, the second generation of innovation occurred with the introduction of BEK Sports to a statewide audience, the acquisition of several television stations, and the development of multiple 24-hour channels. BEK TV channels deliver a variety of programming, from live sports to North Dakota lifestyle, news, and entertainment content. BEK Sports broadcasts 400 live events each year, making it the largest broadcaster of high school, collegiate and professional sports events in the state. BEK News focuses on the culture of North Dakota and the demand from viewers for programming from non-traditional sources. Combined, sports and news programming is now called BEK TV. The forward-looking adaptation of IPTV to a streaming television app, such as EPIC, was needed to compete with the market’s global movement to move away from set-top box technology. Today, you can watch EPIC through a variety of streaming devices, including: smart TVs, tablets, and web browsers. The continued innovation of phone service with BEK business members yielded BEK Connect, which is a fully hosted business phone service oering replacement of the phone system in each business oce. BEK Connect provides a full set of business phone features operating through the internet on a monthly fee basis, without the need for a large upfront capital investment. BEK Connect now has added individual and group meetings with video calls and collaboration via WebEx, with both video call and voice call functions available on all electronic devices.BEK oers several products that originated as direct requests from our membership. BEK Watch is a video security and surveillance product. Cattle ranchers requested video monitoring of calving barns during calving season and of watering feeders during the winter, or remote water feeders in the summer. Now ten years old, BEK Watch has nearly 1,000 cameras operating, 24-hours, on the BEK Fiber network on IP technology. BEK serves three hospitals and nearly a dozen nursing homes in our fiber-served areas with our BEK Care Solutions product line. Through the years, BEK had been asked to assist patient-care facilities with technology aimed at keeping patients safe and improving patient care. In late 2008, BEK acquired a company that provided the West-Com Nurse-Call product line to area hospitals and nursing homes and has grown the product line to serve more than 60 hospitals, nursing homes and urgent care
innovating together | 5facilities throughout North Dakota, and it has expanded that service line to parts of Minnesota, Montana, and South Dakota. This innovation was in response to a direct and urgent need from our members.BEK serves more than a dozen schools with communications services like internet, television, and phone. One school was looking to upgrade its building-wide clock and public announcement (PA) system. BEK was able to locate a product line that provided digital clocks, bi-directional PA capabilities, and other security features requested by the school. This product was installed, showcased to other schools, and developed into a product that BEK now sells, installs, and maintains across the state of North Dakota. This innovation was in response to the request of a single high school.The most recent product innovation for our members is Cyber Security. In late 2020, BEK purchased CyberNet Security, a cyber security firm with an enterprise focus. The goal of this acquisition was to ensure that BEK was internally fulfilling its cyber security obligations, but also to focus on the opportunities to meet our members needs’ and broader market needs in a quickly-changing market. BEK’s initial focus has been to secure the BEK operations as it serves the membership. This will be followed by a focus on enterprise and business solutions, assisting our business membership in hardening their cyber security posture.BEK’s long history of innovating together with its members is a tradition that began with the founding Board of Directors in 1952, and it continues today with your current Board of Directors. The board’s focus of innovation is steadfast, and their direction to cooperative leadership is clear. BEK will continue to innovate to give BEK members the best technology and communications services for years to come.
6 | 71st annual meetingsecretary/treasurer & CFO’sreportKEVIN BERNHARDTBoard of Directors Secretary/TreasurerBRANDON VAUGHANCFO/Financial ManagerThroughout the past 71 years, BEK Communications Cooperative has innovated and evolved from a purely rural telephone cooperative to a rural and urban technology company. In its beginning, BEK was founded on the basis of the rural community getting together to create a plan to serve its neighbors and eventually members with a telephone line. This business model was not unusual in a rural setting - neighbors getting together to help neighbors solve a problem that not any one of them individually could solve. This eort led to the creation of BEK Communications Cooperative. Phone lines were strung up around the rural communities to provide communications services, which connected its members to the world via telephone. Skip ahead 71 years. All the original copper lines have been replaced with fiber optic cable that is buried in the ground, and all the technology and electronics on the end of the cables have been updated multiple times. This innovation of technology came with heavy financial investment. BEK currently has more than $227 million invested into its network and business units. The current electronics and technology that provide the signal across the fiber optic cable is world-leading, providing some of the fastest speeds to transmit communications. This investment has positioned BEK to become one of the best and most reliable networks in the world. The continued investment into advanced technology and fiber optic cable has initiated a trend to bring people back into the rural communities. With the advanced communications network, people can comfortably work and school from any house in our network that subscribes to our communications services. This has led to a rural revival of sorts. People have been relocating into our rural service area throughout the last several years. Young families are moving to a rural location where they can be comfortable knowing their children are safe and can receive a quality education because they have access to a network that can deliver whatever kind of information they are looking for. Not only has BEK invested in and continues to maintain one of the fastest and most reliable fiber optic networks in the world, BEK also has developed and grown a diverse business line of products and services. BEK Sports began 17 years ago. At that time there was a desire to deliver local high school sporting events to our members on our television product. This desire grew as more and more people discovered
innovating together | 7the quality of the product. The investment in BEK Sports allowed it to branch out to broadcast sporting events all over the state. Today BEK broadcasts more than 400 games each year, including everything from high school wrestling to college basketball to professional indoor football. BEK Sports has evolved into a statewide channel that’s been branded as BEK TV, featuring not only sports but talk, news, and opinion programming too. BEK TV is the only locally owned, statewide broadcast station in North Dakota. It streams worldwide on many dierent platforms. BEK continues to innovate and invest in products and services that utilize its world-class fiber optic network. One of those such products is BEK Watch, a business grade video security and surveillance product. Today, this product serves all kinds of businesses from cattle ranches, banks, and gas stations. BEK also has business units that operate completely independent of its fiber optic network. Care Solutions serves more than 60 hospitals in three states. This product helps hospital sta to be alert of issues as it relates to the care and safety of their patients. One of the newest business units that BEK operates is a Cyber Security division. This investment has allowed BEK to secure its network and begin to oer solutions to customers as cyber threats continue to be a real issue to the operations of almost all businesses. BEK has a 71-year history of investing in innovative products and services to help serve not only its members, but a wide variety of customers in the global market. Continued investments will be key in ensuring that BEK is able to create new and exciting products and to keep evolving its current line of products and services. In 2022, BEK invested more than $11 million in its fiber optic network. Most of this investment was implemented in replacing copper lines in an area northwest of Valley City. This continued investment into delivering a fiber optic experience to its members and customers will position BEK to be able to deliver network products for years to come. BEK realized $42,354,084 in operating revenue in 2022. This continued healthy revenue will allow BEK to innovate its oerings key points:$147,970,711 | total assets 8,294 | total square miles served12,139 | network customers8,467 | total miles of fiber563 | total miles of copperand compete in markets. There are several business lines that have contributed to growing operating revenues. BEK TV had a record-breaking year again with $1.8 million in revenue. Care Solutions obtained $1.3 million in revenue, which was another outstanding year. BEK Cyber Net also has begun to generate revenue and is poised to have a great 2023. BEK continued to make all its regular debt payments in 2022. This included paying down $3.8 million of principal on its long-term debt. BEK’s debt matures between 2028 and 2033.Of our gross revenues, Federal Universal Service Funds make up the largest percent at 33% followed by broadband at 28%, telephone at 11%, IPTV at 8%, BEK Connect at 7%, Care Solutions at 4%, BEK TV at 5%, and Miscellaneous at 4%There were $6,446,223 of total patronage from members subscribed to phone and/or internet services. BEK allocated $3,810,089 to cooperative members, which brings BEK’s total capital credits held to a total of $57,345,851.I look forward to seeing you at the annual meeting on Thursday, June 8th.
8 | 71st annual meetingincomeconsolidated statement ofOperating Revenues 2022 2021Wireline $18,672,326 $19,478,963Internet 12,030,824 10,546,456 Television 3,416,847 6,021,819 Miscellaneous 8,234,087 8,291,809 $ 42,354,084 $ 44,339,047Operating Expenses 2022 2021Plant Specific Operations $ 5,991,885 $ 5,677,361 Plant Non-specific Operations 561,312 615,953 Depreciation 7,011,839 6,692,671Customer Operations 2,679,161 2,621,499Corporation Operations 3,502,221 3,100,194Other Taxes 36,385 45,903 Non-regulated 21,650,553 21,611,983 41,433,656 40,365,564Operating Margins $ 920,428 $ 3,973,483Non-operating Income (Expense) 2022 2021Interest and Dividend Income $ 4,049,456 $ 4,894,331Allowance for Funds Used during Construction 100,177 56,343 Interest Expense (1,515,908) (1,823,896)Gain (loss) on Sale of Assests (383,230) (67,294) Amortization of Intangibles (1,411,917) (1,411,917) Other Non-operating Income (expenses) 436,634 525,378 Income from Aliates 683,421 1,007,172 1,958,633 3,180,117Net Margins before Income Taxes 2,879,061 7,153,600 Income Tax Expense (benefit) (383,199) 16,463 Net Margins $ 3,262,260 $ 7,137,1378 | 71st annual meeting
innovating together | 9financial graphsrevenue & expenses44%Wireline28%Internet8%Television20%Miscellaneousrevenue44%28%20%8%52%Non-regulated15%Plant Specific Operations17%Depreciation8%Corporate Operations7%Customer Operations1%Plant Non-specific Operations0%Other Taxesexpenses52%17%15%8%7%
10 | 71st annual meetingRegulated Plant in Service $ 141,335,798 $ 133,213,011Regulated Plant Under Construction 15,864 1,499,205 Non-Regulated Plant in Service 85,410,249 86,031,373Non-Regulated Plant Under Construction 606,291 113,964 227,368,202 220,857,553 Less Accumulated Depreciation and Amortization 110,539,010 103,805,622TOTAL PROPERTY, PLANT & EQUIPMENT 116,829,192 117,051,931 TOTAL ASSETS $ 147,970,711 $ 143,147,442balance sheetassetsCurrent Assets 2022 2021Cash and Cash Equivalents $ 876,038 $ 1,491,250 Subscriber Accounts Receivable 518,738 324,844 (Less allowance for doubtful accounts of $1,689 in 2022 and $15,143 in 2021)Settlements & Access Accounts Receivable 1,161,069 1,174,548(Less allowance for doubtful accounts of $43,050 in 2022 and $41,840 in 2021)Other Accounts Receivable 313,685 373,101 Materials and Supplies 2,701,849 1,617,488 Income Taxes Receivable 220,710 233,575 Other Current Assets 1,086,929 840,590 TOTAL CURRENT ASSETS $ 6,879,018 $6,055,396Goodwill and Intangible Assets, Net $ 11,030,064 $ 7,245,591 Investment in Aliates 6,398,766 6,128,452Investment in Non-Aliates 6,794,171 6,641,072 Other Non-current Assets 39,500 25,000 TOTAL NON-CURRENT ASSETS $ 24,262,501 $ 20,040,115Non-Current Assets 2022 2021Property, Plant & Equipment 2022 2021
innovating together | 11balance sheetliabilities & members’ equityCurrent Liabilities 2022 2021Accounts Payable, General $ 2,916,384 $ 1,768,286Advance Billings and Customer Deposits - -Current Maturities of Long-Term Debt 4,232,887 3,786,114 Unsecured Line of Credit 5,152,398 3,000,000Accrued Income Taxes - -Other Accrued Liabilities 1,325,319 1,137,308 Other Accrued Taxes 48,318 52,107TOTAL CURRENT LIABILITIES 13,675,306 9,743,815LONG-TERM DEBT, Net of Current Maturities $ 33,256,778 $ 33,887,949Deferred Revenue $ 10,939,576 $ 11,658,172Deferred Taxes 2,188,510 2,584,573TOTAL NON-CURRENT LIABILITIES 13,128,086 14,242,745MEMBERS’ EQUITY 87,910,541 85,272,933TOTAL LIABILITIES & EQUITY $ 147,970,711 $ 143,147,442Non-Current Liabilities 2022 2021innovating together | 11
12 | 71st annual meetingAt the 2023 Annual Membership Meeting, June 8, 2023 at 7:00 p.m., the Members of the Cooperative will be asked to consider the following proposed amendments to the Bylaws of the Cooperative which have been approved by the Cooperative’s Board of Directors. The proposed amendments are as follows:Proposed Amendment #1Article I, Sections 1(a).Definition of “Communications Services” will now include services oered by BEK Communications Cooperative and its subsidiaries and aliates.Shall this section be amended to modify the definition of “Communication Service” to include services oered by subsidiaries and aliates of the Cooperative. The Board in consultation with the Cooperative’s auditor and lawyer have established a corporate structure which includes subsidiaries and aliates owned by the Cooperative to maximize both regulatory flexibility and tax benefit for the members. This corporate structure results in some services being provided by subsidiaries of the BEK Communications Cooperative. The proposed amendment clarifies that customers taking services from a subsidiary will be eligible for Cooperative Membership.ARTICLE I MEMBERSHIPSECTION 1. REQUIREMENTS FOR MEMBERSHIP. Any person, firm, partnership, association, corporation or body politic or sub-division thereof who or which has been designated by the board as being part of the BEK Communications Cooperative (“Co-op”) territory, or who or which has been designated by the board as being eligible for membership, under rules of general application, based on patronage, shall automatically become a member of the Co-op by:(a) Making either an oral or written application for retail communication service or other retail service oered by the Co-op (Communication Service shall be defined as: The employment by the Co-op or any of its respective subsidiaries and aliates of various communication mediums, including, but not limited to, wire, paired cable, coaxial cable, glass fiber cable, laser beam, satellite, microwave, and all classes of radio frequencies for the purpose of oering all communication services.)Proposed Amendment #2Article III, Sections 1 and 2.Board authority concerning the establishment of the location within the territory of annual and special meetings of the members.Shall these sections be amended to authorize the Board of Directors to set the location of the annual meeting and any special meeting of members in any community served by the Cooperative or its subsidiaries.ARTICLE III MEETINGS OF MEMBERSSECTION 1. ANNUAL MEETING. The annual meeting shall be held at such time during the month of June in each year, commencing with the year 2001, as shall be designated by the Board of Directors, and at such places as may be designated by the board in Burleigh, Emmons, Kidder, Logan, Sheridan, McLean, or McIntosh Counties, State of North Dakota, for the purpose of electing directors, passing upon reports for the previous year, and transacting such other business as may come before proposedamendments to bylaws
innovating together | 13the meeting. It shall be the responsibility of the board to make adequate plans and preparations for the annual meeting. Failure to hold the annual meeting at the designated time and place will not work a forfeiture or dissolution of the corporation.SECTION 2. SPECIAL MEETINGS. Special meetings of the members may be called by resolution of the board, or upon a written request signed by any three directors, by the president or by not less than 200 members or 10 percentum of all the members, whichever shall be the lesser, and it shall there upon be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided. Special meeting may be held at any place within the counties of Burleigh, Emmons, Kidder, Logan, Sheridan, McLean, and McIntosh Counties, State of North Dakota, the Co-op’s territory as defined by the board and as specified in the notice of the special meeting.Proposed Amendment # 3.Article III, Section 6(a), (c), (d), and (e).Article IV, Section 2(b). Technical amendments to clarify the multiple methods of voting for the members of the Cooperative.Shall the sections be amended to clarify the methods of voting by members of the Cooperative. The Board is encouraged by the expanded participation of the members during the last two annual meetings and has proposed this change to more clearly state the expanded voting options of members available to the Board when providing notice of a Cooperative meeting.ARTICLE III MEETINGS OF MEMBERSSECTION 6. VOTING. (a) Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person or participating electronically, voting by signed vote or voting by mail, except as otherwise provided by law, the articles of incorporation or these Bylaws. If a husband and wife hold a joint membership, they shall jointly be entitled to one vote and no more upon each matter submitted to a vote at a meeting of the members. Signed votes shall be valid and entitled to the same force and eect as a vote in person if the member has been previously notified in writing of the exact motion or resolution upon which the vote is taken. Signed votes and votes by mail shall be used only when specifically authorized by resolution or vote of the Board of Directors. An individual may represent more than one member who is other than a natural person, and may also vote as an individual if he is a member. If a member who is other than a natural person is not represented by any of its principal ocers, that member may designate an individual to represent it by giving the Co-op a written notice at or before the member meeting, which shows that the designated individual has been authorized by the managing board of such member to represent it at the meeting of this Co-op. An individual person may vote that person’s individual membership and may represent more than one member that is not a natural person.(b) All questions, except those involving multiple choice issues or determinations, shall be decided by a vote of a majority of the members voting thereon except as otherwise provided by law, the articles of incorporation, or these Bylaws. Multiple choice issues or determinations shall be decided by a plurality vote. In the election of directors, a voice vote of the members present may be permitted if there is no competition for the seat or seats to be filled. All mail and electronic votes shall also be considered.(c) Except as otherwise provided in these Bylaws or by the board, a member may vote by mail, including electronic mail, or by electronic transmission in conjunction with a member meeting, but only in a manner prescribed by the board.i. A member may vote by mail or act by electronic transmission on any matter, or as otherwise provided by the directors, in conjunction with a member meeting by the Co-op delivering or providing access to a written or electronic mail ballot (“Mail Ballot”) to each member entitled to vote on the matter and from whom the Co-op received a written request for a Mail Ballot at least 1030 days before the member meeting. A member submitting a completed Mail ballot Ballot may revoke the ballot and vote at the member meeting regarding a matter described in the ballot in a manner prescribed by the board. The Co-op must count completed Mail Ballots received before the member meeting in determining whether a member quorum exists at the member meeting as to the matters included in the ballot. The Co-op must count as a member’s vote a properly completed Mail Ballot received on or before
14 | 71st annual meetingthe time and date stated in the ballot. ii. Mail or Electronic Ballot. A Mail Ballot must: (1) set forth and describe a proposed action, identify a candidate, and include the language of a motion, resolution, bylaw amendment, or other written statement, upon which a member is asked to vote or act; (2) state the date of a member meeting at which members are scheduled to vote or act on the matter; (3) provide an opportunity to vote for or against or to abstain from voting on the matter; (4) instruct the member how to complete, return, or cast a mail or electronic ballot, and (5) state the time and date by which the Co-op must receive the completed mail or electronic ballot.(d) A member’s failure to receive a mailMail or electronic ballot Ballot does not aect a vote or action taken by Mail Ballot. (e) Material soliciting approval of a matter by Mail Ballot, must: (1) contain or be accompanied by a copy or summary of the matter, (2) state the member quorum required to vote on the matter; (3) for all matters other than the election of directors, state the percentage of approval necessary to approve the matter; and (4) state the time and date by which the Co-op must receive a completed mailMail or electronic ballot Ballot.(f) A Mail Ballot may not be procured or cast through fraud or other improper means. As determined by the Co-op, a Mail Ballot procured or cast through fraud or other improper means is invalid.ARTICLE IV DIRECTORSSECTION 1. GENERAL POWERS. The business and aairs of the Co-op shall be managed by a board of directors which shall exercise all of the powers of the Co-op except such as are by law, the articles of incorporation or these Bylaws, conferred upon or reserved to the members. Based on the armative vote of two-thirds of the board, the board shall have the authority to modify the number of directors to any number less than or equal to 9 as allowed by North Dakota law, and to create the number and geographic territory of voting districts.SECTION 2. ELECTION AND TENURE OF OFFICE. (a) All directors shall be elected by districts to serve for terms of 3 years. Only the members residing in a district shall be entitled to vote for the director from that district. If an election of directors shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, a special meeting of the members shall be held for the purpose of electing directors within a reasonable time thereafter. Each director shall be elected by a plurality of the votes cast from that district.(b) All election of directors shall be by secret ballot cast at the annual meeting, by signed ballot, or by Mail Ballot, except that there shall be no requirement of election by ballot for a non-contested election, and in such case the sole candidate may be elected by voice vote. If the balloting shall result in a tie between two or more persons for a plurality of the votes cast, the winner shall forthwith be determined by a flip of a coin by the chairman of the meeting.Proposed Amendment #4Article III.Article IV, Sections 4(a) and (b).Expanding the timing to achieve the key steps required for the proper execution of a special or annual meeting of the members.Shall the sections be amended to change the timing of events related to the annual meeting and special meeting of members. The proposed amendment expands the timeline for the tasks related to the Annual Meeting of members, including the timing of the work of the Nominating Committee and the deadline for nominations to the Board by petition. These proposed changes provide the members more opportunity to participate as a candidate and as a voting member.ARTICLE III MEETINGS OF MEMBERSSECTION 4. NOTICE OF MEMBERS’ MEETINGS. Written notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than twentyfifty days before the date of the meeting, either personally or by mail, by or at the direction of the secretary, or upon a default in duty by the secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at the address as it appears on the records of the Co-op, with postage thereon prepaid. The failure of
innovating together | 15any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at such meeting.ARTICLE IV DIRECTORSSECTION 4. NOMINATIONS. (a) It shall be the duty of the board to appoint, not less than one-hundred-twenty (120) days before the date of a meeting of the members at which one or more directors are to be elected, a committee on nominations composed of members from each district that will be electing a director. The committee on nominations shall be composed of resident nominating committee members of a number equal to the number of directors from each district that will be electing a director. No members of the board may serve on such committee. The committee shall prepare and post at the principal oce of the Co-op at least thirty (30)seventy-five (75) days before the meeting a list of nominations for directors, which shall include as many nominees for each Board position as the committee deems desirable.(b) Any fifteen or more members acting together may make other nominations by petition not less than twenty (20) sixty (60) days prior to the meeting for a director from their district, and the secretary shall post such nominations at the same place where the list of nominations made by the committee is posted. The secretary shall mail with the notice of the meeting, or separately, but at least ten (10) days before the date of the meeting, a statement of the number of directors to be elected and the names and addresses of the candidates from each district specifying separately the nominations made by the committee and the names of the candidates nominated by petition, if any.Proposed Amendment #5Article V, Sections 2, 3, and 4.Procedural changes for calling and participating in special meetings of the Board of Directors.Shall these sections be amended to change the procedures for special meetings of the Board of Directors including the procedure for calling a special meeting, notice requirements and participation.ARTICLE V MEETINGS OF DIRECTORSSECTION 1. REGULAR MEETINGS. A regular meeting of the board shall be held without notice immediately after the annual meeting of the members at a location chosen by the board. A regular meeting of the board shall also be held monthly at such time and place as the board may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof.SECTION 2. SPECIAL MEETINGS. Special meetings of the board may be called by the president or by the Co-op’s manager at the president’s direction, or by any three directors, and it shall thereupon be the duty of the secretary or the secretary’s designee to cause notice of such meeting to be given as hereinafter provided. The president or directors calling the meeting shall fix the time and place for holding of the meeting.SECTION 3. NOTICE OF DIRECTORS’ MEETINGS. Written notice of the time, place and purpose of any special meeting of the board shall be delivered to each director not less than five days twenty-four hours previous thereto either personally, by mail, or by email, fax, or other electronic means designated by the board of directors, by or at the direction of the secretary or upon a default in duty by the secretary, by the president or the directors calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at the address as it appears on the records of the Co-op with postage thereon prepaid. If notice is given by electronic means, it shall be deemed to be delivered when sent to the email address, fax number, text number, or other electronic address appearing in the records of the Co-op.SECTION 4. QUORUM. A majority of the board participating in person or through electronic means shall constitute a quorum, provided, that if less than such majority of the directors are present participating they may adjourn the meeting from time to time; and provided further, that the secretary shall notify any absent directors of the time and place of such adjourned meeting. The act of a majority of the directors present participating at a meeting at which a quorum is present participating shall be the act of the board.
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innovating together | 17nominatingcommittee reportEach year the member-owners of BEK Communications Cooperative elect directors to three-year terms at the cooperative’s Annual Meeting.The 2023 Nominating Committee of BEK Communications Cooperative met Tuesday, February 28, 2023, to nominate members of the cooperative to run for the Board of Directors. BEK Communications Cooperative member-owners residing in Districts I, II and III will elect one director from each district to serve a three-year term. The election of directors is an integral part of the BEK Communications Cooperative’s Annual Meeting. Serving on the 2023 Nominating Committee are Burnell Paul, Wing; Luanne Schonert, Wilton; Randy Kapp, Medina; Tim DeKrey, Steele; Sandy Baumgartner, Hazelton; Elaine Mittleider, Hazelton.On June 8, 2023, members of the BEK Communications Cooperative will have the opportunity to vote for these candidates for the Board of Directors. DISTRICT I: DISTRICT II: DISTRICT III: DISTRICT IV:McKenzie, Regan, Sterling, Wilton, WingSanford Williams Wing (Incumbent)Pettibone, Robinson, Steele, Tappen, TuttleBob Subart Robinson (Incumbent)Hazelton, Kintyre, Linton, StrasburgKevin Bernhardt Linton (Incumbent)Vickie Martin LintonLehr, Napoleon, Wishek, ZeelandNo Election
18 | 71st annual meetingmail-in ballotrequest informationProcedural, director, and bylaws voting may be done by mail or in person at the Annual Meeting, subject to a quorum. Fifty members, or two percent of the membership, shall comprise a quorum, whichever is more significant. An armative vote of not less than a majority of participating members, voting in-person or by mail-in ballot, is required for procedural and bylaw action. A plurality of votes is required for the directors election.If you are unable to attend the 2023 BEK Communications Cooperative Annual Meeting and wish to vote, you must REQUEST a mail-in ballot. Each member will receive a ballot REQUEST form and a postage-paid return envelope in the mail around mid-April 2023.When you receive the mail-in ballot REQUEST form, sign and return it in the included postage-paid envelope with a postmark date no later than May 5, 2023. Ballot REQUEST forms must be mailed; they cannot be delivered in person or left in the drop box. A ballot will only be mailed if REQUESTED. Members must attend the Annual Meeting to vote if they do not REQUEST a mail-in ballot.Members requesting mail-in ballots will receive the mail-in ballot along with an Ocial Meeting Notice, an Ocial Slate of Candidates, and Proposed Bylaw Amendments in the mail after May 19, 2023On the mail-in ballot are sections for approving the 2022 annual meeting minutes, director election if applicable, and approving the amendments to the cooperative bylaws. Members are asked to clearly mark their votes with blue or black ink and sign the mail-in ballot.All mail-in ballots must have a signature by the addressee on the top of the ballot, must be postmarked by May 30, 2023, and must be received at the BEK Communications Steele oce before 5:00 PM on June 7, 2023, to be counted for the election. If you vote by mail and then decide to change your vote, you may do so in person at the June 8th Annual Meeting.SIGN MAIL-IN-BALLOT REQUEST FORMPOSTMARK PRE-PAID ENVELOPE BY MAY 5, 2023COMPLETE & SIGN BALLOT POSTMARK BY MAY 30, 2023
innovating together | 19 Voting Instructions• Mark your selection by filling in the box next to your choice.• Must be signed by member as addressed.• Do not separate the top member address portion from voting form.• Envelopes must be postmarked no later than May 30, 2023. MARKING INSTRUCTIONSEXAMPLEPLEASE USE BLUE OR BLACK INK PENBylaws - Proposed Amendment #1Article I, Sections 1(a).Definition of “Communication Service” will now include services oered by BEK Communications Cooperative and its subsidiaries and aliates.Bylaws - Proposed Amendment #3Article III, Section 6(a), (c), (d), and (e).Article IV, Section 2(b). Technical amendments to clarify the multiple methods of voting for the members of the Cooperative.Bylaws - Proposed Amendment #5Article V, Sections 2, 3, and 4.Procedural changes for calling and participating in special meetings of the Board of Directors.Bylaws - Proposed Amendment #4Article III.Article IV, Sections 4(a) and (b).Expanding the timing to achieve the key steps required for the proper execution of a special or annual meeting of the members.Bylaws - Proposed Amendment #2Article III, Sections 1 and 2.Board authority concerning the establishment of the location within the territory of annual and special meetings of the members.2022 Annual Meeting MinutesI approve the 2022 Annual Meeting Minutes as recorded in the 2022 Annual Report.Annual Meeting is June 8, 2023, at 7:00pm at Kidder County School. Director for District 1Choose one candidate.Member Signature RequiredOnly valid if signed by the member as addressed above.*23-1* Yes No Yes No Yes No Yes No Yes No Yes No Abstain Abstain Abstain Abstain Abstain AbstainEnvelopes must be postmarked by May 30, 2023 and received by 5 PM on June 7, 2023.District 12023 BEK Communications Cooperative Mail-In-BallotSanford Williams, Wing (Incumbent)*9012*9012LAST FIRST MSPOUSE M50125 Highway NWPO BOX 83TOWN ND 58142 Voting Instructions• Mark your selection by filling in the box next to your choice.• Must be signed by member as addressed.• Do not separate the top member address portion from voting form.• Envelopes must be postmarked no later than May 30, 2023. MARKING INSTRUCTIONSEXAMPLEPLEASE USE BLUE OR BLACK INK PENBylaws - Proposed Amendment #1Article I, Sections 1(a).Definition of “Communication Service” will now include services oered by BEK Communications Cooperative and its subsidiaries and aliates.Bylaws - Proposed Amendment #3Article III, Section 6(a), (c), (d), and (e).Article IV, Section 2(b). Technical amendments to clarify the multiple methods of voting for the members of the Cooperative.Bylaws - Proposed Amendment #5Article V, Sections 2, 3, and 4.Procedural changes for calling and participating in special meetings of the Board of Directors.Bylaws - Proposed Amendment #4Article III.Article IV, Sections 4(a) and (b).Expanding the timing to achieve the key steps required for the proper execution of a special or annual meeting of the members.Bylaws - Proposed Amendment #2Article III, Sections 1 and 2.Board authority concerning the establishment of the location within the territory of annual and special meetings of the members.2022 Annual Meeting MinutesI approve the 2022 Annual Meeting Minutes as recorded in the 2022 Annual Report.Annual Meeting is June 8, 2023, at 7:00pm at Kidder County School. Director for District 3Choose one candidate.Member Signature RequiredOnly valid if signed by the member as addressed above.*23-3* Yes No Yes No Yes No Yes No Yes No Yes No Abstain Abstain Abstain Abstain Abstain AbstainEnvelopes must be postmarked by May 30, 2023 and received by 5 PM on June 7, 2023.District 32023 BEK Communications Cooperative Mail-In-BallotKevin Bernhardt, Linton (Incumbent)Vickie Martin, Linton*9012*9012LAST FIRST MSPOUSE M50125 Highway NWPO BOX 83TOWN ND 58142 Voting Instructions• Mark your selection by filling in the box next to your choice.• Must be signed by member as addressed.• Do not separate the top member address portion from voting form.• Envelopes must be postmarked no later than May 30, 2023. MARKING INSTRUCTIONSEXAMPLEPLEASE USE BLUE OR BLACK INK PENBylaws - Proposed Amendment #1Article I, Sections 1(a).Definition of “Communication Service” will now include services oered by BEK Communications Cooperative and its subsidiaries and aliates.Bylaws - Proposed Amendment #3Article III, Section 6(a), (c), (d), and (e).Article IV, Section 2(b). Technical amendments to clarify the multiple methods of voting for the members of the Cooperative.Bylaws - Proposed Amendment #5Article V, Sections 2, 3, and 4.Procedural changes for calling and participating in special meetings of the Board of Directors.Bylaws - Proposed Amendment #4Article III.Article IV, Sections 4(a) and (b).Expanding the timing to achieve the key steps required for the proper execution of a special or annual meeting of the members.Bylaws - Proposed Amendment #2Article III, Sections 1 and 2.Board authority concerning the establishment of the location within the territory of annual and special meetings of the members.2022 Annual Meeting MinutesI approve the 2022 Annual Meeting Minutes as recorded in the 2022 Annual Report.Annual Meeting is June 8, 2023, at 7:00pm at Kidder County School. Director for District 2Choose one candidate.Member Signature RequiredOnly valid if signed by the member as addressed above.*23-2* Yes No Yes No Yes No Yes No Yes No Yes No Abstain Abstain Abstain Abstain Abstain AbstainEnvelopes must be postmarked by May 30, 2023 and received by 5 PM on June 7, 2023.District 22023 BEK Communications Cooperative Mail-In-BallotBob Subart, Robinson (Incumbent)*9012*9012LAST FIRST MSPOUSE M50125 Highway NWPO BOX 83TOWN ND 58142 Voting Instructions• Mark your selection by filling in the box next to your choice.• Must be signed by member as addressed.• Do not separate the top member address portion from voting form.• Envelopes must be postmarked no later than May 30, 2023. MARKING INSTRUCTIONSEXAMPLEPLEASE USE BLUE OR BLACK INK PENBylaws - Proposed Amendment #1Article I, Sections 1(a).Definition of “Communication Service” will now include services oered by BEK Communications Cooperative and its subsidiaries and aliates.Bylaws - Proposed Amendment #3Article III, Section 6(a), (c), (d), and (e).Article IV, Section 2(b). Technical amendments to clarify the multiple methods of voting for the members of the Cooperative.Bylaws - Proposed Amendment #5Article V, Sections 2, 3, and 4.Procedural changes for calling and participating in special meetings of the Board of Directors.Bylaws - Proposed Amendment #4Article III.Article IV, Sections 4(a) and (b).Expanding the timing to achieve the key steps required for the proper execution of a special or annual meeting of the members.Bylaws - Proposed Amendment #2Article III, Sections 1 and 2.Board authority concerning the establishment of the location within the territory of annual and special meetings of the members.2022 Annual Meeting MinutesI approve the 2022 Annual Meeting Minutes as recorded in the 2022 Annual Report.Annual Meeting is June 8, 2023, at 7:00pm at Kidder County School. Director for District 4No ElectionChoose one candidate.Member Signature RequiredOnly valid if signed by the member as addressed above.*23-4* Yes No Yes No Yes No Yes No Yes No Yes No Abstain Abstain Abstain Abstain Abstain AbstainEnvelopes must be postmarked by May 30, 2023 and received by 5 PM on June 7, 2023.District 42023 BEK Communications Cooperative Mail-In-Ballot*9012*9012LAST FIRST MSPOUSE M50125 Highway NWPO BOX 83TOWN ND 58142BELOW: If you are unable to attend the BEK Com-munications Cooperative Annual Meeting and wish to vote, you must request a mail-in ballot. Below is a draft example of what you will receive in the mail based on your district. RIGHT: If you request a mail-in ballot, you will receive the ballot in the mail sometime after May 19, 2023. To the right is a draft example of the mail-in ballot based on your district.
20 | 71st annual meetingminutes2022 annual meetingThe 70th Annual Meeting of the Members of BEK Communications Cooperative (the “Cooperative”) was held at the Kidder County School in Steele, North Dakota, on June 9, 2022, pursuant to the Notice of Annual Meeting previously mailed to all members. The meeting was also broadcast live on television, BEK’s homepage, and on Facebook.At 7:00 p.m., the Knights of Columbus, Fourth Degree, Assembly 785, Mandan, presented the Colors, and Stacey Svannes sang the National Anthem. At 7:05 p.m., President Brett Stroh called the meeting to order and announced that as of 7:00 p.m. there were 152 members present. Additionally, the cooperative sent written ballots to all members. President Stroh announced that the Cooperative received 793 signed Voting Forms. There was a quorum to proceed (945). President Stroh announced that the Cooperative served 337 meals to Members and their guests. President Stroh also thanked Victor Wald from Napoleon for the pre-meeting entertainment.Father Peter Sharpe, St. Francis de Sales Catholic Church of Steele, Tappen and Medina gave the invocation. President Stroh then introduced the Cooperative’s Directors and their spouses.President Stroh announced that Notice of Annual Meeting was completed on May 23, 2022, as indicated in the Annual Report mailed to Members. There was a motion and second to dispense with reading of the Notice of Annual Meeting, and the motion passed.President Stroh announced that the Certificate of Mailing was completed on May 23, 2022. There was a motion and second to dispense with reading of the Notice of Annual Meeting, and the motion passed.The minutes of the 2021 Annual Meeting were presented to the Members on pages 17-18 of the Annual Report. President Stroh requested the Members vote on the approval of the 2021 Annual Meeting minutes. President Stroh asked the members if any member wanted the minutes read, and none did.President Stroh presented his written President’s Report as published on pages 4-6 of the Annual Report. President Stroh then explained the election procedures for the Board of Directors including the methods by which candidates may be nominated: Nominating Committee and petition. President Stroh announced the report of the Nominating Committee which met on February 23, 2022. The Cooperative did not receive any petitions for director candidates.
innovating together | 21President Stroh explained that elections will be held in Districts I, III and IV for the Board of Directors. In District I, Shane Morris, incumbent from Regan, was the only nominated candidate. In District III, Vickie Martin, incumbent from Linton, and Holly Will from Hazelton, were nominated. In District IV, William (Bill) Becker, incumbent from Wishek, was the only candidate nominated. President Stroh invited Shane Morris to address the Members, and he declined. Then the members from District I voted for Director for District I.President Stroh then invited Vickie Martin and Holly Will to address the Members. Director Martin then addressed the Members. Holly Will then addressed the Members. The Members from District III then voted for Director for District III. President Stroh invited William Becker to address the Members and he declined. The Members from District IV then voted for Director for District IV. All of the ballots from the Members were then collected to be tabulated by the Election Tellers.The written report of Secretary-Treasurer Shane Morris was published on pages 7-12 of the Annual Report. Secretary/Treasurer Morris relinquished his time to present his report to the Cooperative’s Auditor, Chris Skidmore of Moss Adams. Mr. Skidmore presented the Audit Report on the financial health of the Cooperative.President Stroh then introduced the Cooperative’s CEO Derrick Bulawa. Mr. Bulawa presented to the Members a short video entitled “2021 Year in Review”, highlighting the operations of the Cooperative over the previous year. Mr. Bulawa provided to the Members his CEO report. Mr. Bulawa answered questions from the Members.President Stroh then recognized the election tellers Gary Juergens, Joanie Sayler, Sandy Baumgartner and Jim Porter. Sandy Baumgartner, the Voting Teller Coordinator, then announced the election results: Minutes from the 2022 Annual Meeting received 792 Yes votes, 3 No votes. Minutes approved. The Voting Teller Coordinator also announced in District I - 156 ballots were cast for Shane Morris, Mr. Morris was re-elected to District I. In District III - Vickie Martin received 139 cast votes and Holly Will received 211 cast votes. Mrs. Will was elected by majority vote to serve as District III Director. In District IV - 209 ballots were cast for William Becker, Mr. Becker was re-elected to District IV.Mr. Bulawa recognized honored guests of the Cooperative in attendance.President Stroh inquired of the members whether there was any old business, and there was none.President Stroh inquired of the members whether there was any new business, and there was none.President Stroh thanked the members for their participation and adjourned the business meeting at 8:31 p.m.CEO Bulawa then conducted the door prize drawing for the children and the drawing for adults. Kevin Bernhardt, Secretary Brett Stroh, President
22 | 71st annual meetingSAVANNA BADERWishek High SchoolJESSICA DOCKTERKidder County High SchoolHALEY POLITEKidder County High SchoolETHAN SCHAFFNERNapoleon High SchoolGAGE SCHUHWilton High SchoolLANDYN MILLERWilton High SchoolABIGAIL GILBERTSONValley City High SchoolTAVI HIRCHERTWilton High SchoolEMILY KINZLERKulm High SchoolBEK Communications received a total of 33 scholarship applications from high school seniors throughout BEK’s service area.Congratulations to our ten $500 scholarship winners!Are you a cooperative member with a senior?For more information or to apply for the BEK Communications Scholarship, visit: www.bek.coop/coop/scholarshipswinners2022 scholarshipGABRIELLA SVANESKidder County High School
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24 | 71st annual meetinggrants awarded2022 community partnership BEK Communications Cooperative is proud of the strong foundation it established, more than 70 years ago, to serve its member-owners. Community is what BEK is all about, so it just makes sense to support and give back to the groups and organizations that make our service areas strong. The BEK Board of Directors developed the Community Partnership Program (CPP) to provide support and meet the current and future needs of these communities. Grants are awarded twice a year, in the Spring and Fall. To apply for a Community Partnership Program grant, you must be a tax-exempt, nonprofit community organization or group located in BEK’s service area. To learn more, or to apply, please visit bek.coop/coop/cpp• Napoleon Rural Fire Protection District• Zeeland Project Improvement• Zeeland Public School• Driscoll Betterment Club• Robinson Lions Club• Steele Volunteer Fire District• Bridges Art Council• Elks Camp Grassick• Lehr Lions• Linton Fire District• Tiger Cubs Daycare• TR4 Heart & Soul• Valley City Parks and Recreation2022 Grant Recipients24 | 71st annual meeting
innovating together | 25directorsboard ofBRETT STROHPresidentDISTRICT I DISTRICT IIDISTRICT IIISHANE MORRISKEVIN BERNHARDTSecretary/TreasurerDISTRICT IVBILL BECKERVice PresidentGERALD BURLACKSANFORD WILLIAMSHOLLY WILLBOB SUBART
26 | 71st annual meetingemployeecooperativeBROCK ANDERSON KURT ANDERSON KAITY ANDERSONPERRY ANDERSON JAY BERTSCHJAKE ARMSTRONG MARK BETHKEALLEN BECKERCARMEN BIESTERFELDJACKSON BINEGARTY BIESTERFELD AUBREY BOYLETAMMY BIRRENKOTT RYAN BRADLEYBRENT BORKHUISDEREK BRAUN SAM BREKKE BRENT BUTLERCHRIS BRINTLE TOSHIA CADENADERRICK BULAWA
innovating together | 27DAN DOHERTY DON DYERCHRIS DORSEYDANETTE ENZMINGERDANIEL DVORAKPATRICK CONTEH BRANDON DEWALDBECKY DEMARAY STESSA DINGERLYNETTE DEMARAYKARI ENZMINGERTAMMY DOCKTERPERRY FAUL SPENCER FOLLMANDARWIN FETTIG PAUL FRANKZACH FISCHERDARIN GRAF ISAAC GROSS LARRY GURULEMASON GULLICKSONJEREMY GROSSMANJESSE GUNSCHPATRICK COCHRAN
28 | 71st annual meetingNATASHA HINTZ BRIAN HOWELLZACK HEINLELORI HINZJORDAN HASSLER JOSH HAUGENALLEN HOYTRYAN HEINSOHNBECCA HOLMKALEB HRUBYJAKE HERMANVANCE JAHNER BONNIE JOHNSONRICARDO JOHNSON KEITH JOHSSTACY JOHNSONCORTNEY KARTES MARK KLOSTER LANCE LANGFORDMATHEW KROGEN ASHLEY LEISSROY KUILTOSH HAGERAUSTIN HAAKENSON
innovating together | 29JIM MCMILLANBRETT LOFTISJOHN NAGELJORDAN LOWREYMICHAEL MITTLEIDERJOE LOKKENCONRAD NELSONJAMISON MAGSTADTHOLLY MURPHYKORRIGAN LOOKMATT OLAUSONPAUL OLSON SHAUN PENDORORY OPP BRUCE PUEPPKEANTHONY PARKER SHAWN PUKLICHJOE REWALD DARIN ROHRICHHEIDI RIPPLINGER JASON RUTLEDGEJONATHON ROHRICHSCOTT LOERCHERIC SAUTER
30 | 71st annual meetingSHEILA SENGERSTERLING SCALLONJESSE SIMPSONRON SCHNEIDERBOBBI SILBERNAGELSAMANTHA SCHAFFERJULIE SKARETGREG SCHUHCOREY SILVERNAGELBRENT SCHMITTASHLEY SCHMITTCALEB SORENSONJESSE SCHWABTOM SPAIN BRIAN TAITRODNEY STOCKERT STEVE SWISS LUKE TIBORJORDAN TRIPP BRENDA WALETZKOBRANDON VAUGHAN CORDELL WAGNERDALE VOLK MELISSA WALL
innovating together | 31NICK WEIPPERT DERRICK WOLFETHAN WESHNEVSKI BECKI WOLFRICHARD WINKING TRAYTON WOLFFBEK Headquarters200 East Broadway PO Box 230 Steele, ND 58482Bismarck Oce923 East Interstate Ave. Bismarck, ND 58503Valley City Oce220 4th St. NE Valley City, ND 58072NOT PICTURED: JASON BELGARD | PAUL BRENNO | ANDREW SOUTHWICK
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34 | 71st annual meeting200 East BroadwayPO Box 230Steele, ND 58482701.475.2361 | 888.475.2361 | bek.coopinnovatingtogether