Sec. 69.602  Board of directors.

    (a) For purposes of this section, the association membership shall 
be divided into three subsets:
    (1) The first subset shall consist of the telephone companies owned 
and operated by the seven Regional Bell Holding Companies;
    (2) The second subset shall consist of all other telephone companies 
with annual operating revenues in excess of forty million dollars;
    (3) The third subset shall consist of all other telephone companies. 
All commonly controlled companies shall be deemed to be one company for 
purposes of this section.

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    (b) There shall be fifteen directors of the association.
    (c) Until 1996, three directors shall represent the first subset, 
three directors shall represent the second subset, and nine directors 
shall represent the third subset. In 1996 and thereafter, two directors 
shall represent the first subset, two directors shall represent the 
second subset, six directors shall represent the third subset, and five 
directors shall represent all three subsets.
    (d) No director who represents all three subsets shall be a current 
or former officer or employee of the association or of any association 
member, or have a business relationship or other interest that could 
interfere with his or her exercise of independent judgment.
    (e) Each subset shall select the directors who will represent it 
individually through an annual election in which each member of the 
subset shall be entitled to vote for the number of directors that will 
represent such members' subset.
    (f) The association membership shall select the directors for the 
following calendar year who will represent all three subsets through an 
annual election in which each member of the association shall be 
entitled to one vote for each director position. There shall be at least 
two candidates meeting the qualifications in paragraph (d) of this 
section for each such director position:
    (1) In any election in which the most recently elected director for 
such position is not a qualified candidate;
    (2) If there has been no election for such position having more than 
one qualified candidate during the present and the two preceding 
calendar years; and
    (3) In any election for which the ballot lists two or more qualified 
candidates.
    (g) At least one director representing all three subsets shall be a 
member of each committee of association directors.
    (h) For each access element or group of access elements for which 
voluntary pooling is permitted, there shall be a committee that is 
responsible for the preparation of charges for the associated access 
elements that comply with all applicable sections in this part.
    (i) Directors shall serve for a term of one year commencing January 
1 and concluding on December 31 of each year.

[ 60 FR 19530 , Apr. 19, 1995]