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”

“There are no committees with authority to act on behalf of the governing body.”

“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, officers, agents of the cooperative, and employees will complete a conflict of interest form identifying any potential conflicts and the policy requires any such person to notify the organization of a potential conflict immediately. The disclosures are completed annually in june and reviewed at that time. If conflicts were to arise, the board of directors would evaluate the potential conflict and document those procedures.”

“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 board of directors approved the compensation adjustments and docouments approvals in the board meetings. The process described here was last completed in 2022”

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

“Income from equity investments 1,628. Patronage dividends paid 506,886. Schedule k-1 income/loss 143. Capital credits retired -543,561.”

“The process for oversight of the annual financial statement audit and selection of an independent accountant has not changed.”

“The irs instructions state that patronage dividends paid by section 501(c)(12) organizations to their members should be reported on line 4. The organization has interpreted patronage dividends paid to mean patronage dividends allocated or to be allocated for the current year. Since this allocation is not an expense under generally accepted accounting principles (gaap), this has resulted in a reconciling item to net assets in part xi, on page 12 of the form 990.”