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“The bylaws may be altered amended or repealed by a vote of two-thirds of the Delegates of the Cooperative.”

“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 filed. The Form 990 was also reviewed by a third party audit firm. Form 990 is distributed to the Board to review and approved by Board Resolution prior to being filed with the IRS.”

“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 CEO CFO and CIO 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. A Board member abstains from voting on any items with potential conflicts.”

“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 goals and objectives. Also guidelines are provided by the national organization called the CEO Competency Profile which provides a list of the 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 organization and 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 2021.”

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

“| Explanation:| Included in column "f" is the estimated amount of other compensation which includes the estimated annual increase in the actuarial value of the defined benefit plan for all employees except for Jeremy Zuke who was not eligible due to being employed with Cooperative for less than one year. The estimated increase for Christopher O'Neill is $67,551 Patrick Simmer $79,533 Christopher Reed $76,221 Thomas Manting $72,705 Christian Jensen $62,251 Richard Warchuck $27,173 Cody Teegardin $12,891 and Jeremy Smith $19,524. These amounts are an estimate of the increase in value of the plan and is not the current year expense of the Cooperative. The current year expense of the defined benefit plan is $33,927 $27,013 $27,826 $27,923 $27,772 $18,409 $18,409 and $17,383 respectively.”

“| Explanation:| Received PPP Loan Forgiveness in 2021 of $500,000. Received $11,778 in CAF II funding in 2021.”

“| Description:, Explanation:, Amount:| Donated Capital $275,924 Capital Credits Retired -$34,740 Equity Earnings By Subsidiary $221,809 Patronage Capital Allocated during the year $5,826,980 Total of $6,289,973., Other Changes in Net Assets, $6289973|”

“| Explanation:| 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.”