Otsego Electric Cooperative Inc

“Bylaw changes:New Article VII Section 2. Patronage Refunds in Connection with Furnishing Other Services. All other amounts received by the Cooperative from its operations in excess of costs and expenses, other than from the furnishing of electric energy, shall, insofar as permitted by law, be (i) used to offset any losses incurred during the current or any prior fiscal year, (ii) to the extent not used for that purpose, available to create unallocated reserves and retained capital not currently assignable to the patrons, and (iii) to the extent not needed for that purpose used for these purposes, allocated to its patrons on a patronage basis and any amount so allocated shall be included as part of the capital credited to the accounts of patrons, as herein provided.New Article VII Section 3. Patronage Refunds Capital in Connection with Furnishing Other Services. In the event that the Cooperative should engage in the business of furnishing goods or services other than electric energy that qualify for exemption under 501(c)(12) of the Internal Revenue Code, all amounts received and receivable therefrom which are in excess of costs and expenses properly chargeable against the furnishing of such goods or services (hereinafter referred to as net margins) shall, insofar as permitted by law, be prorated and allocated annually on a patronage basis and returned to those patrons when the Board of Directors determines it is appropriate. members and non-members alike, from whom such amounts were obtained. The Board of Directors shall have the authority under accepted accounting practices, loan covenants, and tax law to prescribe the manner in which losses derived from such services may be handled. The retirement of patronage capital allocated to such patrons shall be considered and made by the Board of Directors from time to time subject to the same limitations and guidance of Section 2 of this Article VII. Additionally, the Board of Directors through applicable policies, resolutions, and other contractual authority shall determine whether such services will be provided on a patronage basis to member-patrons only or to all patrons, members and non-members alike. New Article VII Section 4. Net Margins from Non-Member Patronage To the extent the goods and services referred to above in Article VII Section 3 are provided on a non-patronage basis to non-member consumers which are not entitled to receive patronage capital, the net margins resulting from such non-patronage sales may be used to (i) offset losses incurred in the current or prior years, (ii) create unallocated reserves and retained capital not currently assignable to the patrons, and (iii) to the extent not used for these purposes, allocated to its patrons on a patronage basis and any amount so allocated shall be included as part of the capital credited to the accounts of patrons as herein provided.”

“Any person, firm, association, corporation, or body politic or subdivision thereof will become a member of the Otsego Cooperative, Inc. upon receipt of electric service from the Cooperative, provided that he or it has first:a)made written application for membershipb)agreed to purchase from the Cooperative electric energy c)agreed to comply with and be bound by the articles of incorporation and bylaws of the cooperative and any rules and regulation adopted by the Board”

“Members who are currently purchasing electric service from the Cooperative shall be considered active members and shall be entitled to vote at all regular and special membership meetings.”

“Each active membership shall be entitled to only one vote upon any matter submitted to a vote at a meeting. All questions shall be decided by a vote of a majority of the active members voting there on in person or by proxy, except as otherwise proved by law, the articles of incorporation or by-laws.”

“It shall be the policy of the Otsego Electric Cooperative, Inc. to have Form 990 reviewed by its Board of Directors each year prior to filing with the Internal Revenue Service.Said review can be completed during the course of a regularly scheduled the Board of Directors' meeting at which a quorum is present.”

“Each Official must annually complete and sign the Conflict of Interest Certification and Disclosure Form attached to this Policy and deliver the completed and signed Form to President or Manager. If an Official discovers any information or fact that could impact another Official's compliance with this Policy, then the Official must disclose the information or fact to President or Manager immediately.”

“The Board of Directors is responsible for overseeing the evaluation process for the Chief Executive Officer.The process is intended to formally assess the Chief Executive Officer's past performance as well as to help the Board determine future developmental needs for the Chief Executive Officer. Consequently, there are two types of measures: a) Financial Performance Measures, which track accountability for past performance, and b) Leadership Effectiveness Measures, which identify the key objectives that will assure the future success of the Cooperative. Leadership Effectiveness Measures include, but are not limited to, the following:LeadershipBuilding Team SpiritManaging Vision and MissionOrganizational FlexibilityApproachability and AccessibilityEffective Decision MakingBusiness AcumenAccountabilityDeveloping PeopleIntegrity and TrustResultsPresentation SkillsMaintaining Organizational ValuesCommunity InvolvementThe following steps are utilized to carry out this review:The Board reviews performance measures and targets and submits these for full Board approval on or before the start of the first meeting of the fiscal year.The Chief Executive Officer provides a self-evaluation to the Board within seventy-five days of the end of the fiscal year.Directors will provide their individual assessments of the Chief Executive Officer's performance. These assessments should include the Board's appraisal of the Financial Performance Measures and the Leadership Performance Measures approved by the Board as well as any other aspect of the Chief Executive Officer's performance that the Directors deem relevant. In addition, Directors should identify any future developmental needs they deem necessary for the Chief Executive Officer.The Board accumulates this information and recommends annual compensation of the Chief Executive Officer based on the evaluation. After agreement by the Board to the evaluation, the President of the Board will meet with the Chief Executive Officer to discuss the Board's assessment of performance and developmental needs for the Chief Executive Officer. The Chief Executive Officer may then take the opportunity to discuss his or her reaction to the evaluation.”

“It shall be the policy of Otsego Electric Cooperative, Inc. to have governing documents, including the By-Laws, annual financial reports, and Conflict of Interest Policy available to the public upon request. These documents shall be kept at the Otsego Electric Cooperative, Inc. main office under the supervision and control of the Board of Directors and the Chief Executive Officer.The Chief Executive Officer of Otsego Electric Cooperative, Inc. shall produce the documents upon receipt of a written or verbal request of the public. The Chief Executive Officer shall keep a record of the written and/or verbal request”

“COST OF MERCHANDISE SOLD: Column (A) - Total = $154382; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“CUSTOMER ACCOUNTS: Column (A) - Total = $267669; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“CUSTOMER SERVICE AND INFO: Column (A) - Total = $67343; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“OTHER DEDUCTIONS: Column (A) - Total = $33528; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“SALES EXPENSE: Column (A) - Total = $678; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“SATELLITE INTERNET EXPENSE: Column (A) - Total = $343328; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“TRANSMISSION EXPENSE: Column (A) - Total = $23220; Column (B) - Program Services = $0; Column (C) - Management & General = $0; Column (D) - Fundraising = $0”

“change in other equities = $2799”