Hamilton County Electric Cooperative Association

“During the year, the bylaws of the cooperative were amended. Memebers of the cooperative who attended the annual meeting of members approved proposed bylaw amendments by a majority vote. A summary of the amendments is as follows: article iii - meetings of members section 3.01. For the purpose of receiving the certification of the election of members of the board of directors conducted by mail-in ballot, hearing reports covering the previous fiscal year and transacting such other business as may come before the meeting, if any, unless otherwise prohibited by federal, state and / or local orders, rules and / or regulations, the annual meeeting of the members shall be held during the month of august each year. Article iv - nomination by committee section 4.06. Nomination by petition, was amended to state that a petition may be submitted to the secretary of the cooperative additional nomination in writing not less than one hundred (100) days instead of 45 days prior to the date the votes are to be counted and the nominating committee shall post such nominations at the same time and place. Seciont 4.07. Voting for directors, was amended to include campaign for election, and expanded upon and clarified the eligibility requirements for candidates to: (i) comply with the bylaws and policies of the cooperative, as adopted by the board of directors; and (ii) notify the cooperative ceo/general manager in writing, not more than fourtheen (14) days after the date the nominee is notified by the cooperative that his or her name has been certified by the nominating committee, of the candidate(s)' intention to camplaign for director, including, but no limited to, the manner and means of campaign.”

“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.”

“The bylaws of the cooperative are available on its website. The cooperative also provides a summarized copy of the audited financial statements to members of the cooperative at its 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.”

“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 $ 2,034,959 less: director fees reported on forms 1099-misc (36,581) less: employee officer benefits included in line 5 (123,355) plus: salaries and wages capitalized directly to plant 1,052,536 plus: salaries and wages capitalized/expensed indirectly through clearing or other accounts 419,936 total wages accrued and/or paid $ 3,347,495”

“Administrative & general expense is comprised of the following: administrative & general salaries, benefits, & other $ 818,407 office supplies 73,545 outside services employed 58,935 director's fees 37,060 associated dues 40,268 miscellaneous general 204,707 utlity commission related 42,554 maintenance of general plant 16,918 total admin & general exp per financial statements $ 1,292,394 less: reclass of donations to part ix, line 1 (11,575) less: reclass of director fees to part ix, line 5 (36,581) less: reclass of labor to part ix, lines 5 & 7 (522,200) less: reclass of benefits to part ix, lines 8-10 (258,073) total admin & general expense per form 990, part ix $ 463,965”

“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 2020 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/or 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 allocated or to be allocated 2,572,992. Net change in memberships 3,296. Net change in other equities 8.”

“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.”