Grand Electric Cooperative Inc

“The organization has members.”

“Each member has one vote.”

“Any changes to the bylaws require a majority approval of the members at the annual meeting or at a special meeting called by resolution of the board of directors. Either meeting requires a quorum as defined by article iii, section 4 in the bylaws.”

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

“The general manager and finance officer review the 990 in detail. After their review, the 990 is provided to each board member. The general manager and/or finance officer present the 990 to the board of directors at the meeting held prior to its filing if so requested by any board member. Whether presented in a board meeting or not, the 990 is not filed until each board member has been given a copy of it and given ample time to review it.”

“Article iv section 3b, of the bylaws, is followed during the nominating of our directors. The nominating committee is aware of the conflict of interest policy when electing new directors. The conflict of interest policy applies to the board of directors. The board determines whether a conflict of interest exists. If a conflict exists, the person involved would be required to abstain from discussion and voting on the matter.”

“The board of directors review compensation surveys for other managers in our region and neighboring states along with reviewing yearly performance. The process was last undertaken in 2014.”

“Bylaws are available upon request. Financial statements are included in the annual report and made available to members at the annual meeting.”

“Jerry reisenauer's compensation and benefits, as reported in part vii and schedule j of the 990, is half of his total compensation. Grand electric and west river cooperative telephone company, an unrelated entity, have a management agreement for jerry's services. The amount reimbursed is equal to 50% of his salary and benefits. Jerry's time is split 50/50 between the two entities. Reed metzger's compensation and benefits, as reported in part vii of the 990, is half of his total compensation. Grand electric and west river cooperative telephone company, an unrelated entity, have a management agreement for reed's services. The amount reimbursed is equal to 50% of his salary and benefits. Reed's time is split 50/50 between the two entities.”

“Included in other compensation for general manager reed metzger is the estimated current year increase or decrease in the actuarial value of the defined benefit plan. The current year increase or decrease does not represent current year contributions to the plan. Rather, it is an estimate of the increase or decrease in the actuarial value of the plan as calculated by the plan administrator.”

“Retirement of capital credits -417,900. Allocations of 2014 margins to members in 2015 844,021.”

“The labor, pension and payroll taxes reported on lines 6-10 are included in distribution expense, administrative & general expense and customer expense. Therefore, labor, pension and payroll taxes are shown as a reduction to other expenses on line 24e.”

“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 by-laws of the cooperative.”