This corporation shall be operated on a non-profit basis as a cooperative and the business done with non-members shall not exceed in value that done with the members.

ARTICLE VII

Section 1. Any individual, in addition to the undersigned incorporators, acting for himself or as an accredited representative of an association, corporation, partnership or organization and who customarily uses the services rendered by the Association, may be a member in the Association by (a) applying to become a member (b) agreeing to take, receive and pay for communication service or other services furnished by the Association as hereinafter in Section 3 of this Article specified, and (c) agreeing to comply with and be bound by these Articles of Incorporation, the By-Laws of the Association and such rules and regulations as may from time to time be adopted by the Board of Directors of the Association provided, however, that no individual except the incorporators of the Association, or any individual accepted for membership by the undersigned incorporators or the members at any meeting hereof, shall become a member in the Association unless and until he or she has been accepted for membership by the affirmative vote of not less than two-thirds of the members of the Board of Directors. Any other Association formed under Chapter 499 of the Code of the State of Iowa of 1946 and engaged in any activity directly or indirectly related to any activity in which the Association is engaged is also eligible to membership subject to the provisions of this Section. An individual membership may be converted by a member and his or her spouse, as the case may be, into a joint membership upon the written request of such member and compliance by such husband and wife jointly with the provisions of subdivisions (a), (b) and (c) of this Section. Such conversion shall be made and recorded on the books of the Association and such joint membership noted on the original certificate representing the membership.

When a membership is held jointly by a husband and wife, upon the death of either, such membership shall be deemed to be held solely by the survivor with the same effect as though such membership had been originally issued solely to him or her, as the case may be, and the joint membership certificate may be surrendered by the survivor and upon the recording of such death on the books of the Association the certificate may be reissued to and in the name of such survivor; provided, however, that the estate of the deceased shall not be released from any membership debts or liabilities to the Association.

Section 2. The Association shall have no capital stock but membership in the Association shall be evidenced by a certificate of membership. Membership in the Association shall not be transferable.

Section 3. Each member of the Association shall receive service from the Association under the terms and conditions prescribed by resolution of the Board of Directors of the Association and shall pay therefore the price which shall from time to time be fixed therefore by resolution of the Board of Directors. Each member shall also pay all obligations which may from time to time become due and payable by such member to this Association as and when the same shall become due and payable. Each member shall comply with such rules and regulations as may from time to time be adopted by the Board of Directors.

Section 4. No member of the Association may own more than one membership and each member shall be entitled to one vote and no more at all meetings of the members of the Association. The vote of each member of the Association shall be cast by the member or the member's representative and not by proxy. If approved by the Board in advance of the meeting, members may vote by mail on matters to be presented at a member meeting, including the election of Directors. Such mail voting shall be completed in accordance with such policies and procedures as may be adopted from time-to-time by the Board to promote the orderly, secure and accurate voting and tabulation of ballots sent and received by mail.

Section 5. The Board of Directors of the Association may by the affirmative vote of not less than two-thirds of the members of the Board of Directors, expel any member of the Association, including the undersigned incorporators, who shall have willfully violated or refused to comply with any of the provisions of these Articles of Incorporation or the By-Laws of the Association or any rules or regulations promulgated by the Board of Directors, or who shall cease to be eligible to membership in the Association, or who shall have failed to pay any debt or obligation to the Association when the same shall have become due and payable.

Section 6. If a member dies or becomes ineligible, or is expelled, his membership shall forthwith be canceled.

Section 7. Any member of the Association may withdraw from membership upon payment in full of all debts and obligations to the Association and upon compliance with the performance of all contracts with the Association.

Section 8. The death, expulsion or withdrawal of a member of the Association shall not impair his debts, obligations or liabilities to the Association.

Section 9. The private property of the members of the Association shall be exempt from execution for the debts of the Association.

ARTICLE VIII

Section 1. The first regular Annual Meeting of the members of the Association shall be held on the 23rd day of September, 1964. Thereafter, the regular Annual Meeting of the members shall be held on such date as shall be fixed by the By-Laws. All meetings shall be held at such place as shall be determined by the Board of Directors, within the State of Iowa, and as specified in the notice of the meeting.

Section 2. The directors may call Special Meetings of the members and shall do so upon written demand of at least twenty percent (20%) of the members.

Section 3. Five percent (5%) of the members present at any meeting shall constitute a quorum for the transaction of business.

ARTICLE IX

Section 1. The business and affairs of the Association shall be managed by a Board of Directors consisting of seven (7) directors who must be members of the Association.

Section 2. Beginning with the Annual Meeting to be held in 1995, a number of directors equal to the number of directors whose terms expire shall be elected to a term of three (3) years, or until their successors are elected and qualified.

The election of directors shall be by ballot and each voting member shall be entitled to cast one (1) vote for each director to be elected.

Section 3. Subject to the provisions of Section 4 of this Article IX, any vacancy in the Board of Directors shall be filled by a majority vote of the remaining Directors, and the Director thus elected shall serve until the next regular Annual Meeting of the members, at which time a Director shall be elected for the balance of the term of the Director whose office shall have become vacant and until his successor shall have been elected and shall have qualified.

Section 4. At any meeting of the members called for that purpose, any officer or director may be removed by vote of a majority of all the voting members of the Association. Any vacancy in the Board of Directors pursuant to Section 4 may be filled at the same meeting at which such vacancy is created and the Director so elected shall hold office until the next succeeding regular Annual Meeting of the members of the Association and until his or her successor shall have been elected and qualified. In case of a failure to fill such vacancy at such meeting, the Board of Directors may fill the vacancy at any subsequent meeting of the Board in the manner and for the term specified in Section 3 of this Article IX.

Section 5. A joint member may be eligible to be a candidate to serve on the Board of Directors provided all other eligibility requirements are met by such joint member; however, the other individual on the joint membership shall be ineligible to be a candidate at the same time as the joint member is a candidate or a director.

Section 6. No member shall be eligible to become or remain a director or to hold any position of trust in the Cooperative who is not a bona fide resident of the area served by the Cooperative, or who fails to satisfy the eligibility requirements as set forth in the By-Laws; provided, however, that nothing in this Section contained shall, or shall be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.

ARTICLE X

Section 1. No dividends shall be paid upon the issuing price of membership in this Association. The directors shall annually dispose of the earnings of the Association in excess of its operating expenses as follows:

(a) To provide a reasonable reserve for depreciation, obsolescence, bad debts or contingent losses or expenses.

(b) At least ten percent (10%) of the remaining earnings must be added to surplus until surplus equals either thirty percent (30%) of the total of all capital paid in for stock or memberships, plus all unpaid patronage dividends, plus certificates of indebtedness payable upon liquidation, earnings from non-member business, and earnings arising from the earnings of other Cooperative organizations of which the Association is a member, or $1,000, whichever is greater. No addition shall be made to surplus when it exceeds fifty percent (50%) of the total or $1,000, whichever is greater.

(c) Not less than one percent (1%) nor more than five percent (5%) of such earnings in excess of reserves may be placed in an educational fund to be used as the directors deem suitable for teaching or promoting cooperation.

Section 2. (a) All remaining net earnings shall be allocated to a revolving fund and shall be credited to the account of each member rateable in proportion to the business he has done with the Association during each year. Such credits are herein referred to as "Deferred Patronage Dividends."

(b) The directors shall determine the percentage or the amount of said allocation that currently shall be paid in cash. All said remaining allocation not so paid in cash shall be transferred to a revolving fund and credited to said members.

Section 3. The members may at any meeting control the amount to be allocated to surplus or educational funds within the limits specified in Section 1 of this Article X.

Section 4. The directors may use the revolving fund to pay the obligations or add to the capital of the Cooperative. In such event, the deferred patronage dividends credited to members shall constitute a charge upon the revolving fund and future additions thereto, and on the corporate assets subordinate to creditors then or thereafter existing. Deferred patronage dividends for any year shall have priority to those for any subsequent year, except that the directors may, at their discretion, pay deferred patronage dividends of deceased members who were natural persons and all other patronage dividends, without reference to the order of priority herein prescribed, and except as in Article XI of these Articles of Incorporation provided. The payment of dividends owing to deceased natural persons who are members or patrons shall be made upon such terms and conditions as the Board of Directors, acting under policies of general application, and the legal representatives of such member's estate shall agree upon; provided, however, that the financial condition of the Association will not be impaired thereby.

Section 5. The Association shall issue statements of deferred patronage dividends each year, which statements may be transferable or non-transferable as the Board of Directors may from time to time determine.

ARTICLE XI

Upon dissolution or liquidation, the assets of the Association shall be applied, first to pay liquidation expenses, next to pay obligations of the Association other than deferred patronage dividends statements issued therefore, and the remainder of such assets shall be distributed in the manner and order or priority provided by law.

ARTICLE XII

Section 1. A sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Cooperative, with or without the good will, if not made in the usual and regular course of business, may be made upon terms and conditions and for such consideration which may consist in whole or in part of money or property, real or personal, including shares of any other Cooperative association organized under the statutes of the State of Iowa, as long as such sale, lease, exchange or other disposition is authorized in the following manner:

(a) The Board of Directors of the Cooperative shall adopt a resolution recommending the sale, lease, exchange, or other disposition and directing the submission thereof to a vote at a meeting of the membership, which may be either an annual or special meeting.

(b) Written or printed notice of the proposal shall be given to each member of record entitled to vote at the meeting within the time and in the manner provided by these Articles of Incorporation for the giving of notice of meetings of members and whether the meeting be an annual or special meeting, shall state that the purpose, or one of the purposes of the meeting is to consider the proposed sale, lease, exchange or other disposition of substantially all of the property and assets of this Cooperative.

(c) At the meeting the membership may authorize the sale, lease, exchange or other disposition and may fix, or may authorize the Board of Directors to fix, any and all of the terms and conditions thereof and the consideration to be received by this Cooperative. Such authorization shall be approved if two-thirds (2/3) of the members vote affirmatively on a ballot on which a majority of all voting members of the Cooperative participate.

(d) After the authorization by the vote of members, the Board of Directors of the Cooperative may nevertheless in its discretion abandon the sale, lease, exchange or other disposition of assets, subject to the rights of third parties under any contracts relating thereto without further action or approval by the members.

ARTICLE XIII

Except as otherwise provided by Iowa law, a director, officer, employee, or member of the Cooperative is not liable on the debts or obligations, and a director, officer, member or other volunteer is not personally liable in that capacity for a claim based upon an act or omission of the person performed in the discharge of the person's duties, except for a breach of the duty of loyalty to the Cooperative, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives an improper personal benefit.

The Cooperative may indemnify any present or former director, officer, employee, member or volunteer in the manner and in the instances authorized in Iowa Code section 499.59A (1999) as amended.

ARTICLE XIV

The directors, by a vote of seventy-five percent (75%) of the directors, may adopt, alter, amend or repeal By-Laws for the Cooperative, which shall remain in force until altered, amended or repealed by a vote of seventy-five percent (75%) of the members present or represented having voting privileges, at an annual meeting or special meeting of the membership provided the notice of any such meeting contains a copy of the proposed alteration, amendment, or repeal.

ARTICLE XV

The Association may amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by law.

Dated this 15th day of March 1963.

/s/ Eldon MacVey /s/ A. Lee Aschenbrenner
Eldon MacVey A. Lee Aschenbrenner

/s/ James H. Jones /s/ James H. Craig
James H. Jones James H. Craig

/s/ William S. Boysen /s/ Eldon Hawk
William S. Boysen Eldon Hawk

/s/ Edward G. Pirie
Edward G. Pirie

/s/ F. Blaine Drown
F. Blaine Drown

/s/ Marshall L. Compton
Marshall L. Compton

STATE OF IOWA
COUNTY OF POCAHONTAS

BE IT REMEMBERED that on this 15th day of March, 1963, before me, a Notary Public in and for Pocahontas County, State of Iowa, personally appeared Eldon MacVey, James H. Jones, William S. Boysen, A. Lee Aschenbrenner, James H. Craig, Eldon Hawk, Edward G. Pirie, F. Blaine Drown and Marshall L. Compton, personally known to me to be the parties named in and who executed the foregoing Articles of Incorporation of Northwest Telephone Cooperative Association of Havelock, Iowa, and who acknowledged their execution of the same to be the voluntary act and deed of them for the purposes therein expressed.

IN WITNESS WHEREOF, I have hereunto signed my name and affixed my notary seal, the date and year last above written.

/s/ R.L. Hudson

Notary Public in and for Pocahontas County, Iowa. (Seal)

OFFICE OF THE SECRETARY OF STATE, Des Moines, Iowa.

This instrument recorded in Book B-20, Page 495, March 19, 1963. Expires Perpetual, Cert. No. 23483, Receipt No. Filed by R.L. Hudson, Attorney Pocahontas, Iowa Filing Fee $10.00. Recording Fee $4.50. Melvin D. Synhorst, Secretary of State.

STATE OF IOWA, POCAHONTAS, IOWA ss.

Filed for record on the 23rd day of March A.D. 1963 at 11:00 o'clock A.M. and recorded in Book 2 of Page 385. Donald O'Connor, Recorder, $9.50.