Michigan Electric Cooperative

“The Executive Committee consists of the Chairman, Vice-Chairman, and Secretary-Treasurer of the Association. Although the Bylaws give the authority to the Executive Committee to act on behalf of the full governing Board during intervals between the meetings of the Board, the Executive Committee currently is only providing recommendations to the full Board.”

“Eric Baker maintained a business relationship with Dan DeCoeur, Craig Borr, Allan Berg, Sandra Borowicz, and Gerry Bundle. Eric served as an officer and employee of a member cooperative where Dan and Craig were also employed. Allan, Sandra, and Gerry served as board members of this member cooperative, with Gerry additionally holding an officer position on the member cooperative board.”

“The services of the President/CEO and various other supporting services are provided to the Association under a Unified Services Agreement (Agreement) that covers the period of 1/1/2020 - 12/31/2029 with one of its member cooperatives. This Agreement established a set annual fee for the period of 2020-2022, and a formula to adjust that fee thereafter. The Agreement's Scope of Work section outlines the responsibilities and duties of the support services to be provided to the Association including those of the President/CEO. The Agreement was reviewed and approved by the Association's Board of Directors. The President/CEO's compensation is included in the management services figure to Wolverine Power Supply Cooperative, Inc. listed in Part VII, Section B.”

“The organization has members of which each member has one voting right.”

“Each corporate member shall be entitled to two representatives on the Board of Directors. Such representatives shall be nominated by the board of the corporate member, subject to election by a majority of the votes cast at the annual meeting of the members.”

“At all meetings of the members at which a quorum is present, all questions shall be decided by a vote of a majority of the members delegates voting thereon except as otherwise provided by law, the articles of incorporation or the bylaws. Each member shall be entitled to only two votes upon each matter submitted to a vote at a meeting of the members.”

“No Committee acted on behalf of the board.”

“The 990 is received and reviewed for accuracy by the Reporting Agent and President/CEO. Upon approval, it is provided to the entire Board of Directors for its review prior to filing with the IRS. After any concerns presented by the Board of Directors are addressed, the President/CEO signs and the outside reporting agent files the return with the IRS.”

“The conflict of interest policy is reviewed annually. All directors are required to disclose any conflicts of interest and to notify the Board of any conflicts that may arise throughout the year. The Board will then determine if a conflict does exist and how to proceed.”

“The services of the President / CEO (CEO) are provided to the Association mentioned earlier in these notes. The agreement was approved by the Association's Board of Directors and covers the period of 1/1/2020 - 12/31/2029. The agreement does not establish an individual pay rate for the CEO's services or any other services provided under the contract. The Agreement uses a formula rate to compute the annual fee amount. As the CEO is an employee of one of the association's member cooperatives, his salary and related compensation is annually reported on the Form 990 of the member cooperative. The annual salary of the CEO is set by the member cooperative based on survey information provided by the National Rural Electric Cooperative Association (NRECA) for similar positions throughout the country and other pertinent information gathered by the member cooperative's Human Resources Department.”

“The governing documents are available online at www.meca.coop. Conflict of interest policy, and financial statements are 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. This amount is an estimate in the increase of the value of the plan and is not a current year expense of the cooperative. The estimated increase for the individuals reported on Part VII are as follows: Joe McElroy $53,061 Thomas Ulatowski $19,404 The current year expense for this defined benefit plan was as follows: Joe McElroy $38,443 Thomas Ulatowski $25,856”

“Outside Contractor - Country Lines Nonbill 115,836. Outside Contractor - General 511,162.”