Wolverine Power Marketing

“The Cooperative's member-customers are represented by a Board of Directors ("BOD") elected by the membership. The BOD is entitled to receive a daily per diem for meetings attended, a quarterly retainer fee, and reimbursement of actual out of pocket expenses. As such, in accordance with the Form 990 instructions for Part IV, Section B, Line 15B has been answered no. For all directors listed in Part VII, the per diem and quarterly retainer fee reimbursement is reported in Part VII, Section A, Column D, however in many instances the payment is made directly to the member organization that the director represents, based on the following policy. Each member, with a director on board, has four options for compensation: (1) The member declines its director's per diem and quarterly fee, but the director is reimbursed for all out-of-pocket expenses. (2) The member chooses to have its director's per diem, quarterly retainer fee, and director's expense paid directly to its director for which a yearly form 1099-NEC will be issued to them. (3) The member chooses to have its director's per diem, quarterly retainer fee, and director's expenses paid directly to itself, which is a member of the cooperative. (4) The member chooses to have its director's compensation and expenses donated by the cooperative on an annual basis to the charitable organization of the member's choice. In 2022 only directors Brian Taivalkoski and Dan Taylor received director compensation for which a 1099-NEC was issued to the individual.”

“The CEO and CFO are included in the agreement for management and administrative services with Wolverine and are neither employees nor independent contractors of WPMC. As such, in accordance with the Form 990 instructions for Part IV, Section B, Line 15A has been answered no.”

“The Executive Committee and Nominating Committee shall consist of the Chairperson and not more than two (2) additional members of the Board of Directors. The committees have the powers and authority to conduct the general management of the affairs of the Coop as are regularly exercised by such committee directors' overall control and direction.”

“Wpmc entered into an agreement for management and administrative services with wolverine. The agreement requires wpmc to pay wolverine a fee for management, marketing, and other administrative services rendered under the agreement. Total fees incurred under this agreement in 2022 were $541,742; $336,985 of which was for the work of wpmc's officers: daniel h. Decoeur (ceo), and richard m. Kohler (cfo).”

“Wpmc is a cooperative, and as such, it has members who own it.”

“Wpmc's members elect representatives to the board of directors.”

“While wpmc's board of directors ("bod") is empowered to make most business decisions, a few key decisions must be made by a vote of wpmc's members, such as amending the bylaws and electing bod members.”

“Wpmc's board does not have any committees.”

“Prior to filing the form 990 all of the following reviews took place: 1) the cfo reviewed the form 990 in detail, 2) the president & ceo reviewed the general content of the form 990, 3) a complete copy of the form 990 was distributed to each board member for their review, and 4) an outside cpa reviewed the form.”

“Each year, the board directors and officers respond in writing to a questionnaire about potential conflicts of interest. These responses are reviewed by accounting and made available to the cooperative's independent auditors as part of their annual review. Any conflict (or the appearance of a conflict) of interest would be addressed as soon as it is discovered. If a conflict is determined to occur, the person involved in the conflict is recused from participating in the discussion and voting on the matter.”

“The form 990 is available upon request. Wpmc does not make governing documents, conflict of interest policies, or financial statements available to the public.”

“Patronage Allocated to Members - 1631651;”

“Wolverine power marketing cooperative, the organization filing this tax return, is referred to as "wpmc", and wolverine power supply coopertive, inc., is referred to as "wolverine" in all explanations on this form.”