Tri-County Electric Cooperative Inc

“On january 1, 2024, the cooperative approved the following bylaw amendments: section 3.8 (d) - director elections for tie votes - in any election or situation in which a tie vote occurs, whether to determine the winner in a two-candidate election or to determine the runoff candidates in a multiple-candidate election, all tie votes shall be broken first by determining which candidate received the most votes in the individual director district in which the election is held. If the election still remains tied, the tie-break shall be by lot. Section 4.10 (a) - director compensation - directors as such shall receive no salary for their service. However, by resolution of the board of directors each director shall be compensated as non-employees at such levels approved by the board, for board meetings and authorized attended events plus reasonable expenses of attendance. No director shall receive compensation for serving the cooperative in any other capacity. Section 4.8 (a) director removal - director removal by membership petition. 1. For a director for whom removal is requested, the members must first notify the board chairman or board secretary the beginning date of the petition drive; 2. Then, within sixty (60) days, deliver to the board chairman or board secretary a dated written petition; 3. Identifying on each page the individual director to be removed; 4. Explaining on each page, the basis for the director's removal and, 5. Containing the printed names, printed addresses, and original and dated signatures; all of which are obtained within the sixty (60) days. 6. The number of member signatures to be obtained must be at least five percent (5%) of the current membership; of which at least half, or 1500, whichever is greater, must be from members residing within the district which is subject to the removal. 7. The provisions of section 1.5 of these bylaws apply with regard to multiple individuals who may have authority under a single or joint membership to vote or sign for the membership: only one vote, or one signature per member is permitted. Section 4.8 (e) director removal - director removal or discipline by board. 1. Upon the establishment of the fact that a board member is holding the office in violation of any of the provisions of these bylaws, the board may discipline or remove such board member from office. 2. Discipline for such violations may include, but are not limited to, reprimand, censure, or removal, depending on the severity of the violation; and may also include limiting a director's compensation, travel or other directors benefits. 3. Any board action under this section must be by the vote of at least two thirds (2/3) of the remaining directors. 4. Action under this section is initiated by a complaint filed with the board chairman or the board secretary by a member of the board, and a determination by a simple majority of the board that the complaint is made in good faith.”

“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. The disposal of a substantial portion of the cooperative's assets”

“Management presented a copy of the form 990 to the board for discussion, review and approval prior to filing. The discussion and review was performed at the board meeting immediately before filing the form 990.”

“The board of directors and officers are required to review and be familiar with the policies outlined in the cooperative's conflicts of interest policy. The board of directors and officers are required to disclose any action or situation that might violate the policy to the full board of directors as soon as possible. The conflicts of interest policy is reviewed on an annual basis. If any disclosure arises, the president/ceo reviews the contract and/or purchase procedures. Additionally, the president/ceo and staff evaluate employee relationships with vendors and other outside entities for possible conflicts of interests.”

“The board of directors compare compensation reported on other cooperative irs forms 990 when determining the compensation of the president/ceo. The president/ceo and senior staff use an independent consultant to evaluate the pay structure for the cooperative. The independent consultant uses a compensation survey and compares compensation reported on other cooperative irs forms 990 when determining the compensation of the cooperative's other employees meeting the definition of officer and key employees, if any. The survey includes salaries from similarly situated cooperatives throughout texas and the nation.”

“The audited financials are available on our website. The cooperative will provide a copy of the conflict of interest policy or governing documents to any member who requests a copy. All requests must be made in writing.”

“Net change in membership 98,635. Patronage dividend capital 23,700,345. Other equity changes 2,142,353.”