High West Energy Inc

“Article ii, section 3 of the cooperative's bylaws was amended to exclude the phrase "provided, however, that with respect to all meetings at which directors are to be elected such notice shall be so delivered not less than ten (10) days or more than fourteen (14) days before the date of the meeting." section 5 of the same article was amended to add mail-in voting as an option, in addition to the current in-person and proxy voting at the annual meeting. Section 6 of the same article was amended to change the name from proxies to proxy voting. Section 7 of the same article was amended renumbering the section to section 8 and adding a new section 7. The new section 7 includes parameters around which the mail voting shall occur. It states any member who is absent from any such meeting may vote by mail. Each vote must be clearly marked on the ballot, and the ballot must be signed by the member and placed in a sealed envelope bearing the member's name and addressed to the secretary of the cooperative. When such ballot so enclosed is received by united states mail from any absent member, it shall be accepted and counted as a vote for directors by ballot of such absent member at such meeting. Such mail ballots shall be counted toward the quorum requrements as set forth in section 4 of article ii of these bylaws with respect to the action taken on the election of directors and/or bylaws. The provisions of this section shall not be mandatory in the case of recall of one or more directors as provided in section 7 article i of the bylaws. Artile iii, section 3, was amended to change the timeframe for the board of directors to appoint a nominating committee from no less than thirty (30) days nor more than sixty (60) days to no less than sixty (60) days nor more than one hundred twenty (120) days before the date of a meeting of the members at which directors are to be elected. The section was further amended to change the timeframe that the committee must prepare and post a list of director nominees from twenty (20) days to forty (40) days before the election meeting. The section also included amendments to the timeframe for members to make nominations in writing from fifteen (15) days to thirty (30) days prior to the election meeting.”

“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 per 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; and 4. Amendment of the cooperatives' bylaws.”

“From time to time the entire board will go into executive session for discussing items of a sensitive and confidential nature. When this occurs management and others in attendance are removed from the meeting room. Items discussed in executive session are not documented. However, actions taken by the board after executive sessions are adjourned are fully documented in the written minutes.”

“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 conflict 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 conflict of interest policy is reviewed on an annual basis.”

“The board of directors use comparative industry data from each state in the cooperative's nreca region and supplemental national data provided by nreca when determining the compensation of the general manager. This data shows comparative salaries for general managers from similarly situated cooperatives located in wyoming, nebraska, colorado, and the nation. The board and the general manager use comparative industry data from each state in the cooperative's nreca region and supplemental national data provided by nreca when determining the compensation of the cooperative's other employees meeting the definition of officer and key employees, if any. This data shows comparative salaries from similarly situated cooperatives located in wyoming, nebraska, colorado, and the nation.”

“The cooperative provides a summarized copy of the audited financial statements to the members of the cooperative at the annual meeting. The cooperative will provide a complete copy of the audited financial statements or governing documents to any member who requests a copy. Additionally, a copy of the cooperative bylaws can be found on the cooperative's website.”

“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. As part of the plan document, the cooperative provides contributions based upon a percentage of a participating employee's annual compensation. Employer contributions are available to participating employees, including officers and highly compensated employees, meeting the eligibility requirements of the plan. The cooperative also provides health and life insurance to all employees, through a qualified plan. The amount reported on part vii, column (f) for the officers and highly compensated employees, is the total amount contributed by the cooperative to the 401(k) plan and insurance paid on behalf of or for their benefit. In addition to the above 401k plan, 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 loss reported on page 1, part i, line 19 prior year differs from the total net margins reported on the cooperative's audited financial statements due to book to tax adjustments required to conform to the form 990 instructions. The first adjustment is for the equity method income recorded on the cooperative's books and included in total net margins. U.s. Gaap requires the cooperative to record on its books the equity method income from its wholly owned subsidiary. Equity method income is not income for irs form 990 purposes and as such has been reported as an other change in net assets. The second adjustment is for the patronage dividends allocated or to be allocated by the cooperative to members. Whereas the form 990 requires such amounts to be reported as an expense, patronage dividends allocated or to be allocated are an increase in capital and equity, specifically patronage capital, on u.s. Gaap basis financial statements. Because the cooperative allocates its total net margins to its members through patronage capital, the net effect of these book to tax adjustments is to show a net loss on the form 990 equal to the equtiy method income from its wholly owned subsidiary.”

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

“Administrative and general expense is comprised of the following: outside services employed $ 588,274 office supplies expense 330,808 general advertising expense 26,303 other insurance 76,681 regulatory commission expense 33,792 dues to associated organizations 125,793 directors expenses 246,914 duplicate charges (credit) (73,037) maintenance of general plant 46,610 total administrative and general expense per 990 $ 1,402,138”

“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 the total wages accrued and/or paid: total per lines 5-7 $ 2,498,946 less directors fees reported on 1099-misc (173,878) less employee officer benefits included in line 5 (93,015) plus salaries and wages allocated to nonoperating margins 372,489 plus salaries and wages capitalized directly to plant 1,121,278 plus salaries and wages capitalized/expensed indirectly through clearing and other accounts 325,554 total wages accrued and/or paid $ 4,051,374”

“Other expenses is comprised of the following: transmission expense $ 15,499 sales expense 3,680 taxes 358,213 other electric expense - line damage repair 140,577 total other expenses per form 990, line 24e $ 517,969”

“The form 990 instructions specifically state that the amount of patronage dividends paid to the members 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 members. The cooperative's tax exempt purpose is to provide electricity to its members 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 members. 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 members, and (3) in a fair and equitable basis 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 and is summarized as follows: (a) in order to induce patronage and to assure that the cooperative will operate on a nonprofit basis, the cooperative is obligated to account on a patronage basis to all its members for all amounts received and receivable from the furnishing of electric energy in excess of operating costs and expenses properly chargeable against such services (i.e. Margins from the provision of electric energy). (b) the margins from the provision of electric energy are received with the understanding that they are furnished by the members as capital. (c) the cooperative is obligated to pay by credits to a capital account for each member for all such margins. (d) all such amounts credited to the capital account of any member shall have the same status as though they had been paid to the member in cash in pursuance of a legal obligation to do so and the member had then furnished to the cooperative corresponding amounts of capital. The amount reported on part ix, line 4 represents the amount of patronage capital that is either allocated or to be allocated to the members resulting from their purchase of electricity from the cooperative for the 2014 calendar year. The actual allocation includes equity earnings of the subsidiary, but for the purpose of the form 990, equity earnings of the subsidiary are reported as a other change in net assets. As noted above, such amounts are allocated subsequent to year-end in a fair and equitable manner on the basis of patronage (i.e. Purchases). The amounts allocated are representative of the margins from the provision of electric energy to the members and are done pursuant to the olbigation that existed in the bylaws prior to the cooperative providing electricity to its members. Therefore, these amounts meet the definition of the term "patronage dividends paid". Please note, however, that because patronage dividends is the process by which the cooperative operates at cost with its members and thereby a key component to accomplishing its exempt purpose, the cooperative has reported the amount of its 2014 margin that has been or is to be allocated to the members subsequent to year-end. Such amounts are an expense for form 990 reporting and is not an expense for financial statements prepared in accordance with generally accepted accounting principles. As a result, the difference between the cooperative's gaap basis financial statements and the revenue less expenses reported on part i, line 19 is the amount of patronage dividends reported as benefits paid to members.”

“Equity method income of subsidiary -26,770. Patronage capital retired -1,225,749. Gain on retired capital credits 105,362. Patronage capital assignable 2,387,252. Postretirement benefit adjustment -31,000.”

“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.”