Clay County Electric Coop Corp

“There is only one class of members. The members are the electric cooperative members (customers).”

“There is only one class of members. Each member shall be entitled to one vote and no more upon each matter submitted to a vote at a meeting of the members.”

“Electric cooperative members' approval is required for changes in the articles of incorporation, sales of property in any one year that exceed ten percent of the value of all property of the cooperative, removal of a director, election of a director.”

“The form 990 is reviewed by the general manager and the manager of finance and accounting and is then given to the board of directors for review.”

“The organization conducts periodic board and operational policy reviews, within these reviews/updates, the conflict-of-interest policy, purchase procedures, accountability, and overview are examined. The board members are required to answer a questionnaire annually. The president or manager investigates any potential conflicts and determines the nature of the conflict. The president or manager reviews any conflicts and determines the appropriate action depending on the nature of the conflict. An official may not engage in a conflicting interest transaction unless: a. To the extent unknown by disinterested directors, the official discloses the existence and nature of the official's conflicting interest and all facts known to the official regarding the transaction that a disinterested director would reasonably believe to be material in acting regarding the transaction; disinterested directors deliberate and vote regarding the transaction outside the presence of, and without participation by, the official; and a majority of disinterested directors, but not less than two, authorizes the transaction; or b. According to the circumstances at the time the board considers the transaction, or at the time cooperative or the subsidiary becomes legally obligated regarding the transaction, the transaction, as a whole, benefits cooperative or the subsidiary, considering, as appropriate, whether the transaction was fair in terms of the official's dealings with cooperative or the subsidiary and whether the transaction was comparable to what might have been obtained in an arm's length transaction, given the consideration paid or received by cooperative or subsidiary.”

“Each year, the board of directors conducts a review of the general manager's performance and determines compensation based on the review and comparability data.”

“Intandem, llc performed a review and produced a pay scale and job description for each employee. Each year the general manager reviews that scale and market values to determine compensation.”

“All organizational documents are available upon request.”

“Clay county electric cooperative corporation's financial statements are audited by an independent accountant on a fiscal year basis and the tax return is completed on a calendar year basis.”

“RETIREMENT OF PATRONAGE CAPITAL CREDIT - -1649383; ACTURIAL GAIN/LOSS - 134666; PATRONAGE CAPITAL - 6014595; BOOK TO TAX DIFFERENCE IN DEPRECIATION - -381525; CHANGE IN MEMBERSHIPS - 1150; CHANGE IN NON-OPERATIG MARGINS - -507161; CHANGE IN OTHER MARGINS - 0; EQUITY IN EARNINGS OF SUBSIDIARY - 1947452; Total - 5559794;”

“Clay county electric cooperative corporation's financial statements are audited by an independent accountant on a fiscal year basis and the tax return is completed on a calendar year basis.”