Hamilton County Electric Cooperative Association

“During the year, the cooperative's bylaws were amended. The changes are summarized below, and a complete copy of the bylaws can be viewed on the cooperative's website at: www.hamiltonelectric.coop/forms-and-documents/new-member article i - membership section 1.02 was clarified to require submission of an application for membership. Section 1.08 was added to state member responsibilities related to wiring of premises and metering. Section 1.09 was added to clarify how members grant easements to the cooperative and participate in required load management programs. Article ii - membership and termination section 2.07 was added to clarify board acceptance of member retroactively. Article iii - meetings of members section 3.05 was clarified to describe the requirements members must meet in order to raise or discuss a matter at a member meeting. Section 3.07 was added to detail the code of conduct at member meetings. Article iv - directors section 4.02 was amended to clarify director qualifications. Section 4.05 was amended to change wording of director districts. Section 4.08 was added to clarify the removal of directors by members. Article v - meetings of directors section 5.01 was added to state that members may request to meet with the board of directors if a matter is not resolved to the members' satisfaction after meeting with cooperative management. Article vi - officers: miscellaneous section 6.12 was amended to correct wording related to compensation. Article viii - membership certificates section 8.01 was reworded to allow that cooperative seal and the signatures of the president and secretary may be imprinted by facsimile for certificate of membership.”

“The cooperative was formed by the members to provide electric service at cost on a cooperative basis.”

“The members of the cooperative vote on the board of directors. Elections are done on a one member one vote basis by district.”

“The following acts require approval of the members of the cooperative: 1. Dissolution/liquidation of the cooperative 2. Merger or consolidation of the cooperative with another organization 3. Disposal of a substantial portion of the cooperative's assets 4. Amendment to the articles of incorporation”

“The cooperative has no committees with authority to act on behalf of the governing body. Therefore, and pursuant to form 990 instructions, the question has been answered "no".”

“Management presented a copy of the form 990 to the board for discussion and review prior to filing.”

“On an annual basis, the cooperative will require the board of directors and officers to complete and sign a conflict of interest certification and disclosure form. Directors and officers are required to disclose any action or situation that might violate the policy to the full board of directors.”

“The board of directors use a compensation survey when determining the compensation of the general manager/ceo. The survey shows comparative salaries for general managers from cooperatives located in texas and the nation. The board of directors may also consider the consumer price index when determing the general manager/ceo's compensation. The board uses a compensation survey when determining the compensation of the cooperative's other employees meeting the definition of officer and key employee, if any. The survey includes salaries from similar cooperatives throughout texas and the nation. The board of directors may also consider the consumer price index when determining other officers' compensation.”

“A copy of the bylaws and statement of non-discrimination are mailed to new members, and are also available on the cooperative's website. The cooperative provides a summarized copy of the audited financial statements to members of the cooperative at the annual meeting. Additionally, the cooperative will provide a copy of its governing documents, conflict of interest policy, and audited financial statements to any member who requests a copy of any such document.”

“In order to provide retirement benefits to its employees, the cooperative has established a defined contribution plan under section 401(k) of the internal revenue code. Employer contributions to the plan are made pursuant to the plan document. Additionally, the cooperative participates in a multi-employer defined benefit plan. Contributions to this plan are based on the full funding limitation of such plan. Employer contributions for both plans are available to participating employees, including officers, meeting the eligibility requirements of such plans. The cooperative also provides health, long term disability, vision and life insurance to all eligible employees, through a qualified plan. The amounts reported on part vii, column (f) for the officers is comprised of actuarial increase in the defined benefit plan, the total amount contributed by the cooperative to the defined contribution plan and insurance paid on the behalf of and for their benefit. In addition to the above pension plans, the cooperative also provides post-retirement health insurance benefits through an unfunded welfare benefit plan. The value of these benefits has not been estimated.”

“Patronage dividends result from the purchase of wholesale power from a generation & transmission cooperative. Patronage dividends also result from the payment of interest from cooperative banks and the purchase of supplies and services from other cooperative organizations. The expenses associated with purchases from and payments to such cooperative organizations are a direct component of cost of the electric service provided by the cooperative to its members.”

“The accounting records of the cooperative are maintained in accordance with the rural utilities services (rus) uniform system of accounts (usoa) as prescribed for rus electric borrowers. The usoa does not record expenses in the general expense categories provided on part ix lines 1 - 23. The cooperative separately reports salaries and wages, employee benefits and payroll taxes that are allocated in accordance with its accounting system, but other expenses that are described in lines 1 - 23 are reported on line 24 under the expense categories required by the usoa.”

“Salaries and wages are allocated to asset, liability, and expense accounts based on the accounting system described above. The following schedule reconciles amounts reported on lines 5-7 to total wages accrued and/or paid: total per lines 5-7 $ 1,870,701 less: directors fees reported on form 1099-misc (39,284) less: employee officer benefits included in line 5 (114,724) plus: salaries and wages capitalized directly to plant 945,966 plus: salaries and wages capitalized/expensed indirectly through clearing or other accounts 428,875 total wages accrued and/or paid $ 3,091,534”

“Administrative & general expense is comprised of the following: administrative & general $ 752,493 office supplies 103,509 outside services employed 67,252 director's fees 37,831 associated dues 42,648 miscellaneous general 243,040 utlity commission related 45,855 maintenance of general plant 18,263 total admin & general exp per financial statements $ 1,310,891 less: reclass of donations to part ix, line 1 (6,737) less: reclass of director fees to part ix, line 5 (39,284) less: reclass of labor to part ix, lines 5 & 7 (463,404) less: reclass of benefits to part ix, lines 8-10 (226,460) total admin & general expense per form 990, part ix $ 565,006”

“Pursuant to the form 990 instructions, the amount of patronage dividends paid to the members (hereinafter referred to as "patrons") should be reported on part ix, line 4. The phrase "patronage dividends paid" refers to the process, subsequent to year-end, by which the cooperative allocates patronage capital to and, therefore, operates at cost with its patrons. The cooperative's tax exempt purpose is to provide electricity to its patrons and to do so on a cooperative basis. Tax law defines "operating on a cooperative basis" as subordination of capital, democratic control, and operation at cost. The cooperative operates at cost through the allocation of true patronage dividends (also referred to as allocations of patronage capital) to its patrons. Patronage dividends are considered paid if the allocation is made (1) pursuant to a pre-existing obligation, (2) from the margins produced from the transactions done with or for patrons, and (3) in a fair and equitable manner on the basis of patronage (i.e. Purchases). Additionally, the allocation of patronage dividends should be made within a reasonable time period after the close of the cooperative's year-end of december 31. Each one of these requirements for a true patronage dividend is provided for in the non-profit operation article of the cooperative's bylaws. The amount reported on part ix, line 4 represents the amount of patronage capital that is either allocated or to be allocated to the patrons resulting from their purchase of electricity from the cooperative for the 2018 calendar year. Because patronage dividends are the process by which the cooperative operates at cost with its patrons and thereby a key component to accomplishing its exempt purpose, the cooperative has reported such amounts as an expense for form 990 reporting. Patronage dividends are not an expense for financial statements prepared in accordance with generally accepted accounting principles, however.”

“All grants, sponsorships and donations are made to non-profit and civic organizations that are located in the cooperative's service area, and are intended to improve the communities in which our members reside. Each grant, sponsorship and/or donation made during the year was below the reporting threshold of schedule i, part ii.”

“Patronage capital assignable 1,478,854. Net change in memberships 2,225. Other comprehensive income - provision for post-retirement health benefits 237,785.”

“The board as a whole is responsible for overseeing the financial statement audit and selecting the independent financial statement auditor. Procedural changes did not occur during the year.”