Peace River Electric Cooperative

“Article i, section 2 updated bylaws added language to ensure compliance with legal requirements for automated phone calls and cooperative access to a member's property. Article i, section 6 updated bylaws changed to reflect current operating procedures, systems, and technologies. Article iii, section 2 updated bylaws changed dates for gathering member petition signatures for a special meeting. Article iii, section 3 new section added. Members may not act without a member meeting. Article iii, section 6 updated bylaws (previously section 5) clarifies voting eligibility reqirements for business members and provides a method for handling election or voting disputes. Article iv, section 2 updated bylaws have additional qualifications added to ensure directors have suitable credentials and eliminate conflict(s) of interest. Article iv, section 4 updated bylaws improve definition for configuration of district boundaries. Article iv, section 5 updated bylaws clarify the nomination and election process and includes language to provide for dispute resolution. Article iv, section 8 updated bylaws detail removal of directors by member. Article vi, section 11 updated bylaws removed this compensation section to board policy. Article vii updated bylaws more clearly defines the process for allocation and retirement of capital credits for the mutal benefit of all parties and better ensures compliance with federal and cooperative tax law.”

“The organization is organized as not-for-profit corporation under the laws of the state of florida and operates as an electric distribution cooperative. It is a membership organization and all members have identical rights under the cooperative's organizational documents and the statutes of the state of florida.”

“Under the cooperative's organizing documents and the laws of the state of florida, there is only one class of membership. Any person or business within the geographic service area of the cooperative is eligible to become a member upon application and payment of the membership fee. The members vote in elections of the board of directors.”

“Changes made to the bylaws of the organization must be approved by the members of the organization.”

“Irs form 990 is reviewed by the general manager/ceo of the cooperative. Before the form 990 is filed with the irs, a copy is provided to each member of the board of directors for review.”

“Officers and directors are required to disclose any interests that could lead to a conflict of interest each year on a questionnaire provided by the cooperative. Management reviews the responses to each of the questionnaires.”

“Each year the board of directors reviews the nreca compensation study which represents compensation for 900 electric cooperatives. The board uses the data in the compensation study as well as the recommendations of an independent consultant to determine the compensation of the general manager/ceo. The final compensation is then approved by the board of directors and is documented in the minutes of the meetings of the board of directors.”

“The ceo uses the nreca compensation survey of 900 electric cooperatives as well as the recommendations of an independent consultant to determine the compensation of officers and key employees.”

“The financial statements are included in the organization's annual report which is sent out to the membership of the organization and is also made available on the organization's website. Corporate bylaws are made available on the organization's website. Any other governing documents and the conflict of interest policy are made available upon request.”

“Form 990, part ix, line 4 - benefits paid to or for members the irs' instructions for the 2016 version of form 990, part ix, line 4 state: "enter the payments made by the organization to provide benefits to members (...patronage dividends paid by section 501(c)(12) organizations to their members)". Statement of functional expenses, line 4 is entitled "benefits paid to or for member." significant industry- wide discussions began regarding the need for the irs' clarification and whether "patronage dividends paid" means capital credits allocated, capital credits retired or some other amount. For the purposes of this form 990, the amount reported on line 4 represents the amount of 2016 capital credits allocated. This amount was approved by the board of directors during the spring of 2017.”

“Dividend allocated to cooperative from assoc coop 0 on accrual basis 1,658,752 on cash basis -263,583 margins assigned 3,826,776 increase in other equities 155,601 increase in membership 6,625 decrease in accum post retirement benefits -23,107 capital credits retired -1,320,824 total 4,040,240”