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.”

“The Articles of Incorporation and Bylaws were changed to allow providing telecommunications to the membership on a not for profit basis.”

“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 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 the CFO reviewed the Form 990 prior to it being filers. Form 990 is also distributed to the board for review and approval by board resolution.”

“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 the directors are required to review and sign an annual statement pertaining to conflicts of interest. Directors 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 responsibility 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 goals and objectives. Also, provided as a guide are 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. Education, background and work experience is also taken into consideration. Annual evaluations are brought to the board in September of each year. This annual process was last completed in September 2017.”

“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 $75,470, Christopher Reed is $54,768, Christian Jensen is $43,399, Thomas Manting is $40,849, Patrick Simmer is $40,720, Cody Teegardin is $4,016 and Richard Warchuck is $9,680. 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 for the defined benefit plan is $38,660, $22,023, $22,359, $22,415, $20,567, $14,207 and $14,207 respectively.”

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

“Donated Capital $174,817, Capital Credits Retired $-3,163,888, Equity Earnings by Subsidiary $425,047, Patronage Capital Allocated during the current year $2,566,451, Total to Form 990, Part XI, Line 9 $2,427.”