Graham County Utilities Inc

“A business relationship exists between directors gene robert larson, tommy clonts, gerald schmidt, jim bryce, dennis jacob, and stephen hooper who all serve on the board of graham county electric cooperative at the request of and for the benefit of the cooperative.”

“Graham county utilities has an operating and management services agreement with graham county electric cooperative, which was first signed in 1989. Under this agreement, graham county electric cooperative provides administrative and general, management, operations, consumer accounting and construction services to graham county utilities. All employees are paid by graham county electric cooperative with costs being allocated between both companies. Graham county utilities reimburses graham county electric cooperative for these allocated costs.”

“BYLAW CHANGES”

“The cooperative was formed by the members to provide water and gas utility service at cost on a cooperative basis.”

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

“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 5. Amendment to the bylaws”

“Management and paid preparer review drafts of form 990 prior to e-filing.”

“Graham county utilities has a conflict of interest policy that is applicable to all board members. Directors are to make written disclosures of any substantial outside interest in any entity doing business with graham county utilities, including but not limited to any ownership interest or voting privilege as a director or trustee, in order to permit consideration by the board of directors of such continuing relationship. Such disclosure shall be made at the time a director acquires such an interest. Additionally, all directors shall annually make a written disclosure of any to graham county utilities. Graham county utilities general counsel shall annually review with the board of directors this policy and matters relating to their collective and individual duties and obligations as directors. Such review shall take place during the quarter after graham county utilities annual meeting. Implementation of the policy shall be the responsibility of the board of directors, except as otherwise provided herein by the general manager or the graham county utilities general counsel.”

“The cooperative will provide a complete copy of its governing documents, conflict of interest policy, and audited financial statements to any member who requests a copy of any such document. Annually, the cooperative provides a copy of the audited balance sheet and income statement to the members of the cooperative with the annual report. The annual report, audited financial statements and bylaws can also be found on the cooperative's website.”

“All compensation for the board of directors, officers, and employees are paid by graham county electric cooperative through an operations and management services agreement (the agreement). Graham county utilities then reimburses these costs per this agreement. Because the the board of directors is substantially the same, the two organizations are related. Therefore, the average hours per week and, if total compensation exceeds the $10,000 reporting threshold for part vii column e, compensation paid by graham county electric cooperative is reported on part vii. Only the officers exceeded the reporting threshold. Included in the average hours and compensation reported for graham county electric cooperative are the costs associated with the agreement. Compensation included in the agreement is ultimately set by the board by evaluating the performance of the general manager/executive vp. A vote is then taken on the annual salary. The decision is partially based on a compensation survey, which includes salaries from similar cooperatives throughout arizona and the nation. Executive vp/general manager assigned to this agreement evaluates the performance of the organization's other employees meeting the definition of officer and key employees, if any. A compensation survey, which includes salaries from similar cooperatives throughout arizona and the nation, is then used to help set compensation.”

“Patronage dividends result from the payment of interest to 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 water and gas utility services provided by the cooperative to its members.”

“Administrative and general expense is comprised of the following: administrative & general $ 443,241 office supplies 140,957 outside services employed 97,507 injuries & damages 36,633 education and training 74,907 regulatory commission 9,287 directors 17,689 miscellaneous general 26,062 maintenance of general plant 22,265 total admin & general exp per financial statements $ 868,548 less: reclass of management service expense to line 11a (481,033) total admin & general expense per form 990, part ix $ 387,515”

“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 water and gas utility services 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. In general, 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 water and gas from the cooperative for the 2021 calendar year. This determination is made on a divisional basis. 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.”

“Although no longer a borrower of the rural utilities service (rus), the accounting records of the cooperative are maintained in accordance with the uniform system of accounts (usoa) as prescribed for rus borrowers. The usoa does not record expenses in the general expense categories provided on part ix lines 1-23. The cooperative separately reports amounts paid pursuant to a management services agreement that are spread among different functional expense per its accounting records. However, other expenses that are described in lines 1-23 are reported on line 24 under the functional expense categories required by the usoa.”

“Net change in memberships 321. Donated capital and other”

“Audited financial statements were prepared by an independent accountant for the cooperative's financial statement audit year-end of september 30th. The tax return has been and continues to be prepared based on a calendar tax year-end of december 31. The board as a whole is responsible for overseeing the financial statement audit and selecting the independent financial statement auditor.”