Blue Earth-Nicollet-Faribault

“The cooperative is comprised of a single class of approximately 16,086 member-owners, each of which has equal rights in ownership, governance, and voting rights at the annual meeting, with the exception of member-owners who are elected to the board of directors.”

“The member-owners of the cooperative have the authority to elect the members of the board of directors.”

“Changes to the governing documents (bylaws and articles of incorporation) must be approved by the member-owners after they have been approved by the board of directors. Approval occurs when at least 50% of the member-owners voting to approve.”

“There are no committees with board authority to act on behalf of the governing body. All committee recommendations are taken to the full board for action.”

“The 990 is reviewed during a regular board meeting by all members of the board, ceo and management and approved by the board of directors at that time.”

“The cooperative maintains a written policy as to what includes a conflict of interest and how any potential issues will be handled. Board policy states that directors must disclose any possible conflicts of interest. The policy covers all directors and the employee handbook references conflits of interest for employees. Determinations of whether a conflict exists and review of potential conflicts are made by the board of directors for board members and the ceo, department heads for employees, and ceo for department heads.”

“Surveys of comparable minnesota electric cooperatives are conducted and used to determine executive compensation. There are no written contracts for executives. There is also a performance review in the compensation process. The board meets to discuss the salary of the ceo, using nreca's compensation data annually. Documentation for salary determinations are kept in the personnel files. The most recent process was completed in 2024.”

“Governing documents, conflict of interest policy, and financial statements are available upon request. The financial statements are published with the annual report to members.”

“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 is $102,011 for david sunderman. The amount is an estimate in the increase of the value of the plan and is not current year expense of the cooperative. The current year expense for this defined benefit plan was $55,045.”

“Capital credits retired -1,751,365. Membership changes 643. Patronage dividends allocated 4,498,696. Heartland security services k-1 -31,618. Other comprehensive margins -103,547.”

“The irs instructions state that patronage dividends paid by section 501(c)(12) organizations to their members should be reported on line 4. The organization has interpreted patronage dividends paid to mean patronage dividends allocated or to be allocated for the current year. Since this allocation is not an expense under generally accepted accounting principles (gaap), this has resulted in a reconciling item to net assets in part xi on page 13 of the form 990 and in part xii on schedule d.”