East-Central Iowa Rural Electric Cooperative

“Article v. Members section 1. Any individual for himself, or herself, and any person as the accredited agent and representative acting on behalf of any firm, association, corporation, partnership, or other organization, may become a member in this cooperative by (a) applying for a membership certificate in the cooperative, (b) agreeing to take, receive, and pay for electric utility service furnished by the cooperative as hereinafter in section 3 of this article specified, and (c) agreeing to comply with and to be bound by these articles of incorporation, the bylaws of the cooperative, and such rules and regulations as may from time to time be adopted by the board of directors of the cooperative; provided, however, that no individual, except an individual accepted for membership by the members at any meetings hereof or becoming a member by virtue of the consolidation which created east-central iowa rural electric cooperative, shall become a member of the cooperative unless and until accepted for membership by the affirmative vote of not less than a majority of the board of directors. Applications for membership may be rejected for just cause. Section 2. The cooperative shall have no capital stock, but membership in the cooperative shall be evidenced by a membership certificate. Membership in the cooperative shall not be transferable. Section 3. Each member of the cooperative shall, as soon as electric energy shall be available, purchase from the cooperative monthly not less than the minimum amount of electric energy which shall, from time to time, be determined by resolution of the board of directors of the cooperative and shall pay therefore and for all additional electric energy used by such member, the price which shall, from time to time, be fixed therefore by resolution of the board of directors. Each member shall also pay all obligations which may, from time to time, become due and payable by such member to the cooperative as and when the same shall become due and payable. Each member shall comply with such rules and regulations as may, from time to time, be adopted by the board of directors. Section 4. The private property of the members of the cooperative shall be exempt from execution for the debts of the cooperative and no member shall be individually responsible for any debts or liabilities of the cooperative. Section 5. No member of the cooperative may own more than one membership and each member holding a membership certificate shall be entitled to one vote and no more at all meetings of the members of the cooperative. If a husband and wife hold a joint membership together, they shall be jointly entitled to one vote and no more upon each matter submitted to a vote at a meeting of the members. The vote of each member of the cooperative shall be cast in person and not by proxy, provided, that an absent member may cast his written vote upon any proposition of which he has been previously notified in writing, and of which a copy accompanies his vote.”

“See explanation for part vi line 6”

“See explanation for part vi line 6”

“Prior to the 990 being filed the organization's independent accountant will present the completed 990 to the governing body. This event is included as an agenda item and will be noted in the minutes.”

“Annually the board and employees will complete a form identifying any potential conflicts and the policy requires any such person to notify the organization of a potential conflict immediately.”

“Each year the salary ranges in the wage and salary plan will be adjusted to reflect the wages and salaries of other electric cooperatives in the iowa-wisconsin-illinois region as found in the latest available national compensation survey of rural electric distribution systems conducted by the national rural electric cooperative association. Form 990, part vi, section b, line 15b: for each position, the weighted average lowest, median, and third quartile wage or salary will be calculated from those of other electric cooperatives of the same size as east-central iowa rec as defined by total utility plant, revenue, and number of consumers. For positions in the cooperative that have no comparable position in the nreca national compensation survey, other comparative wages and salaries from the local labor area will be used.”

“The governing documents, conflict of interest policy and financial statement are not made available to the public.”

“Uncertain tax position analysis has been completed. No disclosures are required.”

“Gain from subsidiary 2,186.”

“No change from prior year.”