Mille Lacs Energy Cooperative

“The Board of Directors can appoint an Executive Committee consisting of at least three directors, one of which must be the President. The committee will only have the powers and duties as the Board of Directors may delegate. Other committees that are able to make decisions on behalf of the Board of Directors as long as it does not change a policy are as follows: Investment Committee and Safety Committee. The CEO serves on these committees and has the ability to override decisions.”

“There is only one class of members. A member is any person or entity that takes delivery of electric energy from the Cooperative. Each member has one vote.”

“The members have the right to vote on the removal of any director or officer. During the meeting of the removal, the members may also vote to fill the position. The governing board has the authorization to fill other vacancies until the next annual meeting. The members vote on new board members at the annual meeting.”

“Amendments of the articles of incorporation and bylaws, as well as the sale of a substantial portion of the Cooperative's property, require a two-thirds vote to be amended.”

“A draft copy of the 990 was provided to each board member. The Form 990 was also reviewed by the finance manager with the board at a board meeting prior to filing with the IRS.”

“The conflict of interest policy is reviewed annually by all employees and board members. The CEO and Board President review the annual disclosures or potential conflicts and determines if one exists. The individual with the potential conflict is requested to recuse themselves from voting on the matter.”

“Annually, the wage and salary plan used for all of the non-union employees, including the management team, is based on survey data provided by NRECA for similar positions of other rural electric cooperatives in the U.S., as well as an outside consultant. The process used has been approved by the board and is documented in the board minutes. The CEO uses comparability data using the NRECA survey and independent consultant for the compensation of other officers. There are no key employees.”

“Mille Lacs Energy Cooperative publishes its articles of incorporation and bylaws on its website, has a copy in the lobby and sent to any members who request a paper copy. The Cooperative publishes its quarterly financial statements in the monthly newspaper "The Outlet", which is mailed to all members and posted on the website. The annual report is also sent to the membership. The governing documents, conflict of interest policy and financials are also available upon request.”

“The labor, pension, and payroll taxes reported on lines 5-10 are already included in distribution expense, administrative & general expense and customer expense. Therefore, these amounts are being subtracted out as an other deduction included on line 24e in the amount of $(5,738,527). Part IX, Line 24e total also consists of other expenses.”

“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 Bylaws of the Cooperative.”

“Current Year Patronage Allocation 2,171,324. Retirement of capital credits, net of gain -622,634.”