Midland Power Cooperative

“Enovus management cooperative leases employees from midland power cooperative (mpc) and provides managerial, financial, regulatory, safety, engineering management, communications, it, and human resources services back to midland power cooperative and an unrelated tax-exempt electric cooperative with the same overriding exempt purpose as mpc. The service agreement is a cost-based services agreement and employees performing services for enovus management cooperative track their time in order to provide for accurate billing between mpc and the unrelated cooperative. Bill mckim, ceo, is part of this agreement and is the only employee who is required to be reported on part vii. Mr. Mckim's hours and compensation as reported on part vii represent the total hours worked and full compensation and benefits. Mr. Mckim provides ceo services to mpc. Of the amount reported on part vii for mr. Mckim, compensation and benefits related to work at mpc were $182,138 and $99,901 respectively, with the remainder attributable to the portion of the management agreement through enovus for the unrelated tax-exempt electric cooperative.”

“All electric customers of the cooperative are voting members of the cooperative. Each member has one vote at the cooperative's annual meeting.”

“Members of the board of directors are elected to three year terms by the members of the cooperative at the cooperative's annual meeting.”

“Any mergers or amendments to the articles of incorporation are subject to approval by the cooperative's members.”

“The cooperative does not have committees with authority to act on behalf of the governing body.”

“An independent accountng firm prepares and reviews the 990. The 990 is then reviewed by the organization's officers and accounting personnel. Any questions or concerns are addressed and corrections made. The 990 return is presented to the board of directors and approved by the board prior to filing.”

“The board of directors and employees are covered by the conflict of interest policy. Each director completes a disclosure/certification form which are reviewed by the executive assistant, ceo, and the auditing firm. Officers, directors, trustees, and key employees are required to annually disclose of any interests that could give rise to conflicts. In the event a board member is found to have a conflict of interest, the board member would be asked to recuse him/herself from the discussion and voting on the matter.”

“Midland power cooperative's board of directors perform an annual review of the ceo using nreca survey data to determine the rate of pay. The ceo uses the same nreca data the board uses in determining the salaries of the key employees and hourly employees that are non-union. A compensation review is done annually by the ceo and management staff.”

“Annual reports are distributed at the annual meeting that contain the financial statements. The organization's governing documents, conflict of interest policy and financial statements are available upon request.”

“Midland power cooperative's board of directors perform an annual review of the ceo using nreca survey data to determine the rate of pay.”

“Allocation of 2022 margins to members in 2023 3,400,000. Retirement of capital credits -1,067,193. Changes in other equities 272,910.”