Northern Plains Electric Cooperative Inc

“Management duties are performed by the related management company 'cooperative alliance management' (cam). Jay jacobson and bruce garber are employed by cam and act as the general manager and cfo,respectively, for dakota valley electric cooperative, inc. And northern plains electric cooperative, inc. Cam has an internal hiring process in place for the selection of the general manager and cfo. The boards of dakota valley and northern plains each separately address any questions or procedures associated with the general manager and cfo employed by cam and instruct their cam director representatives. The two cam director representatives from each board will then meet to discuss issues involving the general manager and cfo. When the four cam director representatives (following instructions from their separate boards) are in agreement, they will take action on a general manager or cfo issue. The action of the cam director representatives is subject to further review and ratification by the associated boards.”

“Each member has one vote. There are 3 districts and each district has 3 board member representatives. Each member can only be a member in one district. A member's primary residence is the deciding factor as to which district they are considered to be a member of.”

“Each member receives one vote.”

“Changes to the by-laws must be voted on by members. Mergers must also be voted on by members.”

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

“The cfo and general manager reviewed a draft of the 990 prior to presenting it to the board at a board meeting.”

“Directors are asked to disclose any actual or potential conflicts of interest. If a possible conflict arises, the full board reviews the disclosures and determines if there is a conflict. A director with a conflict is not allowed to vote or participate in any discussions on the issue. The director is asked to leave the room during any votes or discussions. Any potential issues disclosed by the board members are documented in the board meeting minutes. The cooperative also has an employee conflict of interest policy.”

“The steps in the process which is followed to determine compensation are laid out in a written policy. The boards of dakota valley and northern plains, on an annual basis, each separately conduct a manager evaluation and address the subject of manager compensation prior to the july cooperative alliance management (cam) annual meeting. The boards will routinely consult data on ndrec manager compensation packages to compare with cam managers' compensation. Each board will instruct their cam director representatives regarding manager evaluation and compensation adjustment. The two cam director representatives from each board will place the subjects of manager evaluation and salary on the agenda of the cam annual meeting. When the four cam director representatives, following instructions from their separate boards, are in agreement, they will take action on manager evaluation and salary issues. The action of the cam director representatives is subject to further review and ratification by the associated boards as they approve the monthly billing agreement for cam. The cam director officers will document the compensation decision arrived at during the cam annual meeting. The authorizing document is kept as a record of the cam annual meeting. The manager reviews the performance evaluation of the cfo and the current year budget to determine salary increases for that position. There are no written employment contracts.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. The financial statements are also available in the annual report.”

“The cooperative's policy regarding participation in joint ventures is not written; however, the cooperative performs an 85% test on an annual basis to ensure that it maintains its tax exempt status. Additionally, the joint venture arrangement is reviewed and monitored by the board of directors.”

“As required by form 990 instructions, form 990, part ix, line 4 (benefits paid to or for members) includes patronage dividends paid. This amount is an expense for purposes of form 990, but is not recognized as an expense under g.a.a.p. Reporting requirements, which are used for book income. The result is a book to tax difference which is disclosed on part xi and on schedule d, parts xi and xiii. In reference to part ix, line 4, the cooperative has interpreted "patronage dividends paid" as capital credits allocated to members under the preexisting obligations pursuant to the bylaws of the cooperative.”

“Retirement of capital credits -544,229. Tax income from subsidiaries in excess of books 518. Allocated capital credits 1,866,873.”