Do North Carolina's rural telephone membership corporations (the cooperative-style entities that provide phone service in many rural counties) have to follow the state's Open Meetings Law?

Plain-English summary

William Gilkeson, a General Assembly staff attorney, asked Chief Deputy AG Andrew Vanore whether North Carolina's telephone membership corporations (TMCs) were subject to the Open Meetings Law. TMCs are cooperative-style entities established under Article 4 of Chapter 117 of the General Statutes. They provide telephone service in many rural counties of North Carolina, organized as member-owned cooperatives rather than as investor-owned utilities.

Vanore concluded that TMCs are subject to the Open Meetings Law. The chain of reasoning is short.

The public-bodies definition. G.S. § 143-318.10 defines a "public body" broadly: any elected or appointed authority, board, commission, council, or other body of the state, of one or more counties, cities, school administrative units, constituent UNC institutions, or "other political subdivisions or public corporations in the state" that has at least two members and exercises a legislative, policy-making, quasi-judicial, administrative, or advisory function.

The TMC declaration. G.S. § 117-33 expressly states that a TMC "shall be, and is hereby declared to be a public agency, and shall have within its limits for which it was formed the same rights as any other political subdivision of the state." The General Assembly's choice of words is what carries the conclusion. By declaring TMCs to be public agencies with the same rights as political subdivisions, the General Assembly placed them within the "political subdivisions or public corporations" category in § 143-318.10's definition.

The public policy backdrop. § 143-318.9 declares the public policy that the business of the state and its political subdivisions is the public's business and that meetings where that business is conducted should be open. The Open Meetings Law is the operational expression of that policy. Because TMCs are political subdivisions by legislative declaration, their board meetings are the public's business and fall within the law.

The opinion does not draw distinctions among different categories of TMC business. Board meetings on rates, service territory, capital projects, executive compensation, or strategic planning are all subject to the open meetings requirements (including the closed-session exceptions and notice requirements built into the statute).

Currency note

This opinion was issued in 1996. Subsequent statutory amendments, court decisions, or later AG opinions may have changed the analysis. Treat this page as historical context, not current legal advice. Verify current law before relying on any specific rule, deadline, or remedy mentioned here. Both the Open Meetings Law (Article 33C of Chapter 143) and the TMC statutes (Article 4 of Chapter 117) have been amended in the intervening decades. Federal telecommunications law has reshaped the operating environment for rural telephone cooperatives. Anyone analyzing a current TMC governance or transparency question should look at the current text and applicable federal and state regulations.

Background and statutory framework

Telephone membership corporations are part of a broader category of cooperative public-service entities North Carolina has used for rural infrastructure provision. The model parallels electric membership corporations (EMCs) under Article 2 of Chapter 117. Both were established at a time when investor-owned utilities found rural service economically unattractive; the cooperative form let rural members band together to provide their own service.

The legislative declaration in § 117-33 that TMCs are public agencies and political subdivisions reflects a deliberate policy choice. TMCs get certain public-entity privileges (eminent domain authority, tax treatment, access to public-purpose financing) in exchange for accepting public-entity obligations. The Open Meetings Law is one of those obligations.

The breadth of the "public body" definition in § 143-318.10 is the operative mechanism that pulls TMCs in. North Carolina's drafting choice (covering "other political subdivisions or public corporations" rather than enumerating specific entities) anticipated entities like TMCs and EMCs without naming them. The statutory declaration in § 117-33 makes the categorical fit clear.

The opinion is short because the statutory text does the work. A long analysis is unnecessary when the legislature has expressly declared the entity to be a public agency and a political subdivision.

Common questions

Did this opinion apply to electric membership corporations too?

The opinion was specifically about TMCs under Article 4 of Chapter 117. EMCs are governed by Article 2 of the same chapter and have a similar (though not identical) statutory framework. The analogous question for EMCs would turn on the specific text of the EMC enabling statute, which contains its own declarations about EMC status. The substantive answer is generally yes, EMCs are also subject to the Open Meetings Law, but the analysis is independent of this opinion.

Did TMCs have to give public notice of board meetings?

Yes. The Open Meetings Law's notice provisions (currently in G.S. § 143-318.12) apply to all public bodies. TMCs must give public notice in the same way as a county commission or city council, with adjustments for the cooperative governance structure.

What about closed sessions?

The Open Meetings Law's closed-session provisions (G.S. § 143-318.11) apply to TMCs the same way they apply to other public bodies. A TMC board can go into closed session for the enumerated reasons (attorney consultation, personnel matters, real estate negotiations, etc.) under the same procedural protections.

Did this affect member-only meetings of the cooperative?

The opinion addresses board meetings of the TMC as a governing body. Member meetings (annual meetings of the cooperative's member-owners) are a different category. The Open Meetings Law applies to public bodies' meetings, not to membership meetings of cooperatives as such, though the cooperative's bylaws would typically open membership meetings to all members.

What if a TMC board met in violation of the law?

The Open Meetings Law provides remedies including injunction, declaratory relief, and (under some circumstances) voiding of decisions made in violation of the law. A member or any aggrieved person could bring suit. A TMC that conducted board business in secret could face the same enforcement actions as any other public body that violated the law.

Are TMC documents also public records?

The opinion did not address the Public Records Law (Chapter 132). But by the same logic (a TMC is a state agency or political subdivision), TMC records made or received in connection with public business would generally be public records under § 132-1. This would have been a logical follow-on opinion if the issue were raised.

Source

• Landing page: https://ncdoj.gov/opinions/open-meetings-law-telephone-membership-corporations-established/

Citations

• Article 33C of Chapter 143 (Open Meetings Law)
• Article 4 of Chapter 117 (Telephone Membership Corporations)
• N.C.G.S. § 117-33
• N.C.G.S. § 143-318.9
• N.C.G.S. § 143-318.10

Original opinion text

September 12, 1996

William R. Gilkeson, Staff Attorney
North Carolina General Assembly
Legislative Services Agency
Legislative Building
Raleigh, North Carolina 27602

RE: Advisory Opinion; Open Meetings Law, Article 33C of Chapter 143; Telephone Membership Corporations Established Pursuant to Article 4 of Chapter 117

Dear Bill:

You ask our opinion whether a telephone membership corporation established pursuant to Article 4 of Chapter 117 of the General Statutes is subject to the Open Meetings Law, Article 33C of Chapter 143 of the General Statutes.

For reasons which follow, such telephone membership corporations are subject to the Open Meetings Law.

It is the public policy of the state that the business of the state and its political subdivisions is the public's business, and meetings wherein the business of the state is conducted should be open to the public. N.C.G.S. § 143-318.9. Therefore, the Open Meetings Law requires that meetings of public bodies are, for the most part, open to the public.

N.C.G.S. § 143-318.10 defines a "public body" as any elected or appointed authority, board, commission, council, or other body of the state, or of one or more counties, cities, school administrative units, constitute institutions of The University of North Carolina, or other political subdivisions or public corporations in the state that (i) is composed of two or more members and (ii) exercises or is authorized to exercise a legislative, policy-making, quasi-judicial, administrative, or advisory function.

Article 4 of Chapter 117 of the General Statutes sets forth the purpose and method of establishing telephone membership corporations. Within Article 4 is N.C.G.S. § 117-33, which provides in pertinent part that "(a) telephone membership corporation heretofore or hereafter organized under this Article shall be, and is hereby declared to be a public agency, and shall have within its limits for which it was formed the same rights as any other political subdivision of the state . . . ." It is clear, therefore, that the General Assembly intended that telephone membership corporations established pursuant to Article 4 of Chapter 117 are public bodies and political subdivisions of the state. Because of the very broad definition of a public body set forth in N.C.G.S. § 143-318.10(b), telephone membership corporations established pursuant to Article 4 of Chapter 117 are public bodies subject to the Open Meetings Law.

Andrew A. Vanore, Jr.
Chief Deputy Attorney General