Minnesota Valley Electric Cooperative

“The organization is a member owned cooperative.”

“There is one class of membership and members elect the board of directors.”

“The members vote on significant issues at the annual membership meetings. Each member has one vote per issue.”

“There are no committees with authority to act on behalf of the board of directors.”

“The 990 was given to each director and the ceo for review prior to filing with the irs. Each director reviewed the return individually prior to the board meeting. The board then approved the 990 at the meeting.”

“Annually directors, officers, and key employees complete a conflict of interest certification and disclosure form, which will then be reviewed by legal counsel. All other employees are required to disclose any conflicts to the ceo or director of hr.”

“Ceo - compensation was determined and approved by the board. Other officers & key employees - annual performance reviews are completed along with wage and salary adjustments. Pay tables are adjusted from time to time based on market conditions. An outside consultant was used to establish the initial pay plan. The cooperative follows employee policy #e-08 regarding compensation practices for non-union personnel. The union personnel compensation is based on the collective bargaining agreement.”

“The organization's public inspection copy of form 990 is available upon request.”

“Documents are provided upon request.”

“Included in part vii, section a, line 1a, column f, is the estimated annual increase in the actuarial value of the defined benefit plan. This amount is an estimate of the increase of the value of the plan and is not a current year expense of the cooperative. Current year contributions into the defined benefit plan are a current year expense and are included in part ix, line 5.”

“The cooperative's policy regarding participation in joint ventures is not written. However, the cooperative performs an 85% test on an annual basis to ensure that it maintains its tax exempt status, and the other joint venture member is also a cooperative. Additionally, the joint venture arrangement is reviewed and monitored by the board of directors.”

“As required by form 990 instructions, form 990, part ix, line 4 (benefits paid to or for members) includes patronage dividends paid. This amount is an expense for purposes of form 990, but is not recognized as an expense under g.a.a.p. Reporting requirements, which are used for book income. The result is a book to tax difference which is disclosed on part xi. In reference to part ix, line 4, the cooperative has interpreted "patronage dividends paid" as capital credits allocated to members under the preexisting obligations pursuant to the bylaws of the cooperative.”

“Equity capital credits retired -1,557,474. Allocated capital credits 6,965,125. Partnership income - book vs. Tax d 11,779. Llc adjustment 15,680.”

“Oversight process of the audit and selection process of the independent auditors has not changed from the prior year.”