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 2015 board meeting.”

“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, CIO and other employees must report to the CEO. The CEO must report to the Board Chairman. The CFO, CIO, CEO, and directors are all required to review and sign an annual statement pertaining to conflicts of interest. Employees, including the CFO, CIO and CEO, found 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 performance 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 Complementary Profile which provides a list of competencies and characteristics for success. For the CFO and CIO, the position is evaluated in a similar manner as the CEO. Annual compensation surveys are obtained for the above positions 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 "d", reportable compensation from the organization, for Carl Morton is $70,000 in prior year deferred income, $15,318 in director income and $2,938 in former director income. 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 $50,466, Thomas Manting is $26,430, Patrick Simmer is $20,003, Matthew Miller is $66,095, Richard Warchuck is $5,664, Jeremy Zbytowski is $4,169, Ryan Smith is $6,541 and Robert Brennan is $16,500. These amounts are an estimate in the increase in value of the plan and is not a current year expense of the Cooperative. The current year expense of the defined benefit plan is $35,402, $20,352, $17,100, $22,068, $12,621, $12,621, $12,621 and $13,365 respectively.”

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

“Donated Capital $91,467, Capital Credits Retired $-1,481,102, Equity Earnings by Subsidiary $215,576, Patronage Capital Credits allocated during Current Year $3,462,976, Total to Form 990, Part XI, Line 9 $2,288,917”