Northwest Iowa Power Cooperative

“The cooperative has two classes of members. Class a members each appoint one member of the board of directors and each of those directors has one vote. Class a members are also allocated patronage capital based on a pro-rata share of their purchases of electricity. Class b members do not have representation on the board of directors, but do receive allocations of patronage capital.”

“Each of the cooperative's class a members has the right to appoint one representative to the board of directors.”

“Changes to the cooperative's by-laws and articles of incorporation must be authorized by a majority vote of the membership. Also, the cooperative may not sell, mortgage, lease, or otherwise dispose of its property unless authorized at a meeting of the members by the affirmative vote of a majority of the members.”

“The board of directors of nipco serves as all committees for the cooperative. Committees include audit committee, tax committee and labor committee. All actions are approved during normal board meetings.”

“Jane scheitler, cfo, will review the completed form 990 and present the form 990 to the board of directors prior to its issuance.”

“The conflict of interest policy applies to directors and officers. Directors and officers are responsible for informing the executive vp & general manager of any potential conflicts. The executive vp & general manager will determine whether the situation is a conflict and what action is necessary to mitigate the conflict.”

“The compensation of the executive vp & general manager is set annually by the board of directors. This was last performed in 2018. An annual update for comparable wages is received from nreca every year.”

“The cooperative makes its governing documents and conflict of interest policy available for public inspection 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 compensated employees included on form 990 part vii. 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.”

“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.”

“Allocation of 2018 margins to members in 2019 10,378,300. Retirement of capital credits -1,853,491.”

“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.”