Mountrail-Williams Electric Cooperative

“The organization changed Article XIII of the bylaws to change the process for members to request a change to the bylaws. There are now two procedures for member-proposed changes. The first option provides members a process to present changes to the Board of Directors, and if the Board of Directors supports the language, the proposed change will be presented for a membership vote at an annual meeting. The second option provides a petition process and requirements to be presented for a membership vote at an annual meeting that does not require the Board of Directors support.”

“The Cooperative has one class of members. Each member has one vote. A household is considered to be one member.”

“The members of the Cooperative elect the Board of Directors. Each member has one vote.”

“Changes in the Cooperative's Bylaws and the sale of a high percentage of the Cooperative's assets must be approved by the members.”

“There are no committees with the authority to act on behalf of the full Board of Directors.”

“The Business Manager and General Manager will review a draft. The approved Form 990 will be presented at a board meeting prior to filing with the IRS.”

“Directors of Mountrail-Williams Electric Cooperative are expected to disclose a situation which, in their opinion, is or could appear to be a conflict of interest. After such a disclosure, the Director must leave the Board meeting when issues involving the conflict of interest are discussed. The Director is not allowed to vote on issues regarding the conflict of interest.”

“The Board performed an evaluation of the General Manager. They compared his compensation with the state wide salary survey as a guide to the compensation amount. The Board votes on the compensation. For the General Manager this is an annual occurrence. The Board negotiates with the union in regards to staff increases. The Business Manager's salary is determined by the General Manager.”

“The Organization makes its governing documents, conflict of interest policy and financial statements available upon request. All new members receive a copy of the bylaws upon becoming a member. A financial report is distributed at the members' annual meeting.”

“Other Compensation: Included in column "F", Estimated Amount of Other Compensation, is the estimated annual increase in the actuarial value of the defined benefit plan. The estimated increase is as follows for those listed in Part VII: Dale Haugen $108,790 Jay Lux $177,890 Alex Vournas $21,325 Cole Hendrickson $1,510 Jerry Rehak $59,735 Leah Johnson Ellis $18,591 Matthew Glueckert $25,143 Darin Swensrud $139,856 Chris Meiers $128,255 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 was as follows: Dale Haugen $39,047 Jay Lux $88,465 Alex Vournas $36,366 Cole Hendrickson $4,890 Jerry Rehak $75,195 Leah Johnson Ellis $31,223 Matthew Glueckert $29,193 Darin Swensrud $67,031 Chris Meiers $67,031”

“Allocated Costs: The labor, 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 $(22,248,063).”

“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.”

“Retirement of Capital Credits -15,905,867. Discounted Estate Requirements 42,184. Unclaimed Capital Credits 688,576. Patronage Capital Credits Allocated For Current Year 57,313,380.”