Mienergy Cooperative

“Effective 1/1/2017, tri-county electric cooperative and hawkeye tri-county electric cooperative merged. The ein and bylaws of tri-county electric cooperative were retained, and changes to the bylaws are as follows: the name of the cooperative is mienergy cooperative. The cooperative shall be managed by a board of 14 directors, constituting the former directors or tri-county electric cooperative (7) and hawkeye tri-county electric cooperative (7). The number of directors may subsequently be reduced by approval of the board of directors through resignations, retirements, and other means deemed appropriate by the board; however, the board of directors shall consist of at least 9 directors and no more than 14 directors. The board of directors shall have the power to make and adopt such rules and regulations not inconsistent with the law, the articles of incorporation of the cooperative or these bylaws, as it may deem advisable for the management, administration and regulation of the business and the affairs of the cooperative.”

“CLASS A MEMBER-OWNERS”

“ONE VOTE PER MEMBERSHIP”

“The class a member-owners approve by-law amendments.”

“The cooperative does not have committees that act on behalf of the board.”

“The president/ceo and manager of finance/administration review the 990 in detail. After their review, the 990 is reviewed in a board meeting with the board of directors before it is filed.”

“Mienergy cooperative employees and directors are covered by the conflict of interest policy. Each employee is responsible for ensuring that the employee's actions and behavior are in accordance with this policy and of disclosing any possible conflict of interest. Any willful violation will result in disciplinary action, up to and including discharge and reimbursement to mienergy of any loss attributable to such action. Each supervisor and the president/ceo is responsible for making every effort to see that this policy is understood by and followed by those reporting to that supervisor. The president/ceo shall make decisions on the ultimate application of this policy consistently with the best interests of mienergy. Each director is responsible for ensuring that the directors' actions and behavior are in accordance with this policy and of disclosing any possible conflict of interest. The board of directors shall be responsible for periodic review of this policy and modifications to it. An employee must disclose in writing to his/her supervisor any situation or transaction in which the employee is involved which violates, may violate, or could appear to violate the intent of this policy. The supervisor, in coordination with management, shall determine how the situation will be resolved and advise the affected employee as soon as possible. A director must annually complete a "business ethics disclosure report and disclose in writing to the board chair any situation or transaction in which the director is involved which violates, may violate, or could appear to violate the intent of this policy. The board chair will advise to resolve the situation as soon as possible. Any employee, director, or officer who violates mienergy's code of ethics is subject to appropriate disciplinary action, up to and including possible discharge. Directors are also subject to removal as stipulated in section 3.07 of the cooperative bylaws. The board of directors monitors compliance of the conflict of interest policy by completing a yearly review of the policy.”

“The board uses the nreca wage and salary survey for national, regional and state comparisons. There is a written employment contract and brian's compensation is approved by the board of directors. This process is completed every year.”

“UPON REQUEST.”

“Included in other compensation is the estimated current year increase or decrease in the actuarial value of the defined benefit plan for the general manager/ceo. The current year increase or decrease does not represent current year contributions to the plan. Rather, it is an estimate of the increase or decrease in the actuarial value of the plan as calculated by the plan administrator.”

“Retirement of capital credits -2,331,264. 2017 margins allocated to members in 2018 3,592,619. Hawkeye tri-county electric cooperative net assets from merger 22,874,412.”

“The labor, pension and payroll taxes reported on lines 6-10 are included in distribution expense, administrative & general expense and customer expense. Therefore, labor, pension and payroll taxes are shown as a reduction to other expenses on line 24e.”

“The cooperative has interpreted the instructions to part ix, line 4, to mean patronage capital allocated for the year, rather than patronage capital retired. This is consistent with the by-laws of the cooperative.”