Roseau Electric Cooperative Inc

“The cooperative has only one class of membership.”

“All members are of the same class and each member is entitled to one vote.”

“A sale of more than 25% of the cooperative's assets must be approved by the membership. Approval from the membership is also required for an amendment of the bylaws.”

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

“The general manager and office manager will review a draft of the form 990 prior to filing.”

“The board of directors and all staff employees are covered by the conflict of interest policy. The manager reviews the disclosures. If a conflict arises the existence and nature of the conflicting interest and all facts known are provided to the disinterested directors, who will deliberate and vote regarding the transaction outside the presence of, and without participation by, the interested person. A majority of the disinterested directors, but not less than two, authorizes the transaction as long as it has fair terms and is comparable to what might have been obtained in an arm's length transaction.”

“The board of directors annually determines the general manager's salary. Deliberation is based on performance and a salary survey of similar positions from surrounding cooperatives. The general manager's salary is adjusted accordingly and the deliberation is documented in the minutes. The assistant manager's salary is reviewed annually by the general manager.”

“The governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“Included in column f is the estimated annual increase in the actuarial value of the defined benefit pension plan. The estimated increase for each employee is: tracey stoll: $98,330 ryan severson: $43,454 michael millner: $43,042 ralph landman: $30,727 justin olson: $33,261 jeremy lindemann: $29,509 alex mcmillin: $28,236 these amounts are estimates in the increase of the value of the plan and are not current year expenses of the cooperative. The current year expense for this defined benefits plan for each employee is: tracey stoll: $52,734 ryan severson: $44,669 michael millner: $39,955 ralph landman: $30,925 justin olson: $27,736 jeremy lindemann: $28,047 alex mcmillin: $33,350”

“Patronage dividends paid: 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.”

“The labor, pension and payroll taxes reported on lines 5-10 are already included in distribution expense, administrative and general expense and customer expense. Therefore, these amounts are being subtracted out as an other deduction on line 24e in the amount of $3,408,246. This amount is netted with fiber cost of sales of and other expenses of $382,321 and $127,900 to arrive at the total shown on line 24e.”

“Allocated capital credits 645,095. Retirement of patronage capital -728,545. Discounted capital credits 21,398. Retired capital credit gain -6,222.”