Touchstone Energy Cooperative Inc

“Since tsec does not have any employees, tsec does not have a compensation determination process. The board of directors does approve the annual expenses paid to its outside management company via their annual budget review and approval process.”

“The board has an executive committee made up of the president, vice president, secretary/treasurer, second vice president, immediate past president if still a director, and an at-large director elected by the board. The executive committee is authorized to approve non-budgeted expenses up to $200,000. The second vice president is a non-voting member of the committee.”

“Tsec has a written agreement with national rural electric cooperative association (nreca), a separate non-profit organization, to provide administrative and management services to tsec.”

“The members of tsec are: 1) full members, 2) regional members, and 3) any other types or classes of membership ("associate members"), with respective rights, responsibilities, and dues as the board of directors may from time to time establish in the best interest of the organization.”

“Tsec has 13 board members. They elect a president, vice-president, secretary/treasurer, assistant treasurer, assistant secretary, second vice-president and an officer at-large.”

“The organization is incorporated under the virginia cooperative associations and non-stock corporations' acts. Under the organization's articles of incorporation and bylaws, there are three classes of members: full members, regional members and associate members. Full members and regional members have voting rights. Under non-stock corporation act, the members of the organization must approve a plan of merger recommended by the board or a board proposal to dissolve the organization. Additionally, the organization's bylaws require that an amendment or repeal of any bylaw must be approved by a two-thirds majority vote of the voting members.”

“The vp of finance and accounting and chief financial officer review the form 990 and supporting work papers in detail. The form 990 is then provided to the tsec board of directors through their electronic portal and also by email for their review and comment in advance of the return being touchstone energy cooperative, inc. 54-1978503 filed.”

“The policy is monitored and enforced by review of the annual conflicts disclosure forms submitted by each board member. Additionally, legal counsel reviews the requirements of the policy with the board at least annually and is available for questions regarding potential conflicts and policy interpretation at any time. Further, regarding the policy: --the conflict of interest policy applies to the board members. --actual conflicts are reviewed by the board president with the assistance of legal counsel. --restrictions that may be imposed in the event of an actual conflict, depend on the magnitude of the conflict and include: prohibiting the board member with the conflict from participating in the deliberations and recusal from voting.”

“Tsec distributes its audited financial statements and annual form 990 tax returns to the tsec board of directors. Tsec makes the form 990 available on the member-only section of cooperative.com. The conflict of interest policy is reviewed annually with board members.”