Tri County Electric Cooperative

“All board members and the CEO have business relationships due to their positions with Tri-Co Services, Inc., a wholly owned corporation.”

“There is one class of members. Each member is entitled to one vote.”

“Each member is entitled to one vote to elect their district board member at their annual district meeting.”

“The altering or amending of the bylaws requires the majority vote of the members. Each member has one vote on such a decision.”

“There is no committee with the authority to act on behalf of the full board.”

“The CEO and CFO reviewed the Form 990 prior to it being distributed and reviewed at the June 2014 board meetiing.”

“A board policy exists describing the situations creating a conflict of interest and requires each of the directors and key employees to disclose and report any potential conflicts to the proper authority. The CFO and other employees must report to the CEO. The CEO must report to the Board Chairman. The CFO, CEO and directors are all required to review and sign an annual statement pertaining to conflicts of interest. Employees, including the CFO and CEO, found in violation of this policy will be subject to disciplinary actions, including termination. Directors in violation of this policy will be dealt with pursuant to the bylaws of the cooperative.”

“Job descriptions are maintained for each position, providing a basis for the responsibilities for each position. Annual goals and objectives tied to the strategic plan of the Organization are set for each position. Once each fiscal year, the performances of these positions are evaluated. For the CEO, the board of directors as a whole evaluates the performance against the job responsibilities and the goals and objectives. Also, provided as a guide, are the guidelines provided by the national organization called the CEO Competency Profile which provides a list of competencies and characteristics for success. For the CFO, the position is evaluated in a similar manner by the CEO. Annual compensation surveys are obtained for the above position in similar organizations with similar responsibilities which provide compensation ranges. Educational background and work experience is also taken into consideration. Annual evaluations are brought to the board in September of each year. This process was last completed annually in September.”

“The Organization makes its governing documents, conflict of interest policy, and financial statements available upon request.”

“Included in column "f", estimated amount of other compensation, is the estimated annual increase in the actuarial value of the defined benefit plan. The estimated increase for Mark Kappler is $68,774, Tom Manting is $34,609, Matt Miller is $75,686, Kyle Balderson is $8,505, Jeremy Zbytowski is $5,882, Jeremy McVeigh is $6,957 and for Richard Warchuck is $6,711. 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 for these individuals was $35,137, $20,089, $21,359, $16,354, $16,354, $16,354 and $16,354 respectively.”

“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.”

“Donated Capital $82,892, Capital Credits Retired $-1,789,001, Equity Earnings by Subsidiary $241,016, Patronage Capital Credits Allocated During Current Year $3,965,112, Total to Form 990, Part XI, Line 9 $2,500,019.”