Cass County Electric Cooperative Inc

“CCEC has one class of members. A person is eligible to become a member of the cooperative effective the date the person initially uses or requests to use electric service and meets the requirements set forth in Article I of the Cooperative's Bylaws.”

“One member, one vote. CCEC members have the right and authority to elect the Board of Directors. Three directors stand for election each year at the annual business meeting. Members also have the right to request a special meeting of the membership when the request is based on valid member demand. Members may consider, vote or act upon other matters as provided by applicable laws.”

“CCEC membership has the right and authority to have the final decision role on the following matters: **The disposition of cooperative assets if proposed sale is over 5% of total assets during a 12-month period. No less than two-thirds of the entire membership must approved the proposed transfer. ** A proposed merger or consolidation; a majority of the members present and voting in person at the member meeting must approve the consolidation or merger.”

“The Board of Directors is the sole body with governing authority over the Cooperative. All committees serve in an advisory capacity. Appropriate records are maintained of proceedings at all governance meetings as well as its advisory standing committees.”

“Board policy 202 regarding Tax Status/Reporting establishes that following the initial preparation of the draft Form 990, the CFO and President/CEO must review the report and submit it to the Board of Directors for approval. The Board must approve the completed Form 990 before it is filed.”

“CCEC Policy 110 Conflict of Interest requires Directors and employees of the Cooperative to disclose annually: **The receipt of any gifts, fees, loans or favors with a value in excess of $100; **Any business transaction that may be considered in competition with the cooperative or deemed a conflict of interest; **The policy also prohibits the use of non-public corporate information for financial or business opportunity benefit. ***Action: Should a conflict be disclosed the board must provide the director an opportunity to comment orally and in writing regarding the information or fact before making a determination. If the board determines that a director is not in compliance with the policy the board will act appropriately including the possibility of sanction, disqualification and/or removal. Legal counsel reviews disclosures. Individuals with a conflict must abstain from voting.”

“At the board reorganization meeting held annually, the board reviews director compensation and benefits. The last review of director compensation was done in 2022. The most current NRECA Director Compensation Survey is provided for review. Note: this survey is done every other year (most current 2022) and was provided to the board in July 2022. A new survey will be conducted in 2024. A CEO evaluation of compensation is done annually by the Board of Directors during an executive session; the CEO is not present during the meeting. As established by Board Policy 105.4, the Board Compensation Committee collects, verifies and analyzes comparative data on compensation which is then provided and reviewed by the board (executive session minutes are kept by legal counsel). The board Chairman is responsible for discussing the outcome of the evaluation with the CEO. The last CEO evaluation occurred in March 2022. An annual performance appraisal is required for all employees; the appraisals on top management personnel are completed by the President/CEO in accordance with Board Policy 224. Local, regional and national wage and salary data is used to determine the wage scale, which is approved annually by the Board of Directors.”

“The Cooperative's Bylaws and Articles of Incorporation are posted on the website (www.casscountyelectric.com). A paper copy is made available to any member upon request. The financial statements are mailed to all members of the Cooperative in the annual report issue of Cooperative's official newsletter, The Highline Notes. The Conflict of Interest Policy is available to the public upon request.”

“Estimated Amount of Other Compensation: Because Part IX, line 5 captures only the current year expense of the defined benefit plan of the Cooperative, the compensation in Part IX, line 5 is less than that reported in Part VII. Included in deferred compensation is the current year estimated increase in the actuarial value of the defined benefit plan for the following employees: Jodi Bullinger $180,974, Paul Matthys $101,274, Michael Mahlke $28,909, and Tyler Schock $88,901. 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 expense for this defined benefit plan are as follows: Chad Sapa $48,719, Jodi Bullinger $46,455, Paul Matthys $42,054, Michael Mahlke $21,534, and Tyler Schock $23,196.”

“Other Expenses: The salaries, pension, and payroll taxes reported on lines 5-10 are already included in distribution expense, administrative & general expense and customer expense. Therefore, these amounts are being subtracted out as an other deduction on line 24e in the amount of $(12,779,225).”

“Benefits Paid to Members- 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.”

“Other Changes in net assets-990 11,897,041. Retired Capital Credits to Patrons -2,880,239.”