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 Office Manager will review a draft of the Form 990. The reviewed Form 990 will be presented by the Office Manager to the General Manager and Board of Directors for approval at the August 2015 board meeting.”

“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 arms length transaction.”

“The Board of Directors annually determines the General Manager and Assistant Manager's salaries. Deliberation is based on performance and a salary survey of similar positions from surrounding cooperatives. The General Manager and Assistant Manager's salaries are adjusted accordingly and the deliberation is documented in the minutes.”

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

“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 for the following people is: Randy Spicer: $35,291 Tracey Stoll: $31,365 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 expenses for this defined benefit plan were $25,028, and $25,506 respectively.”

“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 $(2,329,391).”

“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.”

“Retirement of Member's Capital Credits -833,611. Northern Safety & Security Partnership Income Equity method 17,104. Northern Safety & Security Partnership Income per K-1 -16,671. Discounted Capital Credits 11,191. Retired Capital Credit Gain 13,547. Patronage Capital Credits Allocated During the Current Year 1,642,733.”