Thumb Electric Cooperative of Michigan Inc

“The Cooperative has members. Each member has one voting right.”

“The Board of Directors is elected by the members.”

“Members vote on items affecting the bylaws of the Cooperative.”

“There are no other committees that act on behalf of the governing board.”

“The Form 990 is reviewed and approved by the General Manager and Finance Executive. The Form 990 is then provided to the Board before it is filed with the IRS.”

“The Board and management staff conduct a yearly review for any conflicts. The General Manager reviews the documents and determines if a conflict exists. If a conflict exists the General Manager would request the individual to abstain from voting.”

“The Board annually reviews and approves the compensation for the General Manager and Finance Executive in conjunction with NRECA compensation study. Board review and approval process is substantiated in the board minutes.”

“The governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“Estimated Amount of Other Compensation - Included in deferred compensation is the current year estimated increase in the actuarial value of the defined benefit plan for the following employees: Dallas Braun $67,038 James Philp $39,835 Mike Affer $14,334 Richard Timko $23,345 Mike Cleland $4,119 Mike Kozlowski $6,338 Jeff Swick $15,046 These amounts are estimates in the increase of the value of the plan and are not current year expenses of the Cooperative. The current year expense for this defined benefit plan are as follows: Dallas Braun $31,665 James Philp $17,432 Mike Affer $14,206 Richard Timko $14,206 Mike Cleland $13,236 Mike Kozlowski $13,547 Jeff Swick $13,236 Because Part IX, line 5 captures only the current year expense of the defined benefit plan of the Cooperative, the compensation in Part IX, line 5 is less than that reported in Part VII.”

“Other Expenses - The salaries, pension, and payroll taxes reported on lines 5-10 are already included in distribution expense, administrative & general expense and customer expense. Therefore, these amounts are being subtracted out as an other deduction on line 24e in the amount of $(3,248,032).”

“Benefits Paid to Members - The Cooperative has interpreted the instructions to Part IX, Line 4, to mean patronage capital allocated for the year, rather than patronage capital retired. This is consistent with the Bylaws of the Cooperative.”

“Memberships Issued 2,705. Other Equity Transactions 123,182. Retirement of Capital Credits -641,554. Patronage Capital Credits Allocated During Current Year 511,726. Change in Investment in Subsidiary 80,319.”