Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| COSERV INVESTMENTS LP | FORM 990, SCHEDULE R, PARTS IV AND V | THE DISCLOSURES PERTAINING TO COSERV INVESTMENTS LP INCLUDE THE FOLLOWING ENTITIES WHICH WERE DISREGARDED OF ITS SOLE OWNER FOR FEDERAL TAX REPORTING PURPOSES, AS OF DECEMBER 31, 2010: COSERV UTILITY GP LLC COSERV UTILITY HOLDINGS LP COSERV NATURAL LLC COSERV GAS LTD THIRTY SEVEN REALTY GP LLC THIRTY SEVEN REALTY HOLDINGS LP LLANO UTILITY SERVICES LLC |
| Form 990, Part VI, Section A, line 4 | SECTION 4.09 WAS AMENDED AND REORGANIZED INTO SUBSECTIONS (A) AND (B). THE PRIMARY PURPOSE OF THE AMENDMENTS IS TO CLARIFY THE WRITTEN PROCESS BY WHICH THE MEMBERS MAY BRING CHARGES, SPECIFYING CAUSE FOR REMOVAL, VOTE FOR REMOVAL AND ULTIMATELY VOTE FOR THE REPLACEMENT OF A DIRECTOR. THE CHARGES ARE BROUGHT FORTH IN A QUALIFYING REMOVAL PETITION THAT IS SIGNED BY THE LESSER OF 5% OF THE MEMBERS OR 300 MEMBERS OF WHICH AT LEAST 100 MUST BE IN THE DISTRICT REPRESENTED BY THE SUBJECT DIRECTOR. DURING A SPECIAL MEETING OF THE MEMBERS, THE CHARGES ARE DISCUSSED BY THE SUBJECT DIRECTOR OR HIS/HER COUNSEL AND ALSO BY THE PERSONS BRINGING THE CHARGES AGAINST SUCH DIRECTOR AND A VOTE IS TAKEN. A MAJORITY VOTE OF THE MEMBERS PRESENT AT THE MEETING IS REQUIRED FOR REMOVAL. THE VACANCY SHALL BE FILLED AT A SPECIAL MEETING OF THE MEMBERS AS PROVIDED ELSEWHERE IN THE BYLAWS. SECTION 4.09(C) WAS ADDED IN ORDER TO PROVIDE A PROCESS BY WHICH AT LEAST 3 DIRECTORS MAY BRING WRITTEN CHARGES, SPECIFYING CAUSE FOR REMOVAL PURSUANT TO THE QUALIFICATIONS FOR SERVING ON THE BOARD AS PROVIDED ELSEWHERE IN THE BYLAWS. THE CHARGES ARE THEN DISCUSSED AND VOTED ON AT A REGULAR OR SPECIAL MEETING OF THE DIRECTORS. A TWO-THIRD (2/3) VOTE OF ALL OF THE DIRECTORS, OTHER THAN THE SUBJECT DIRECTOR, IS REQUIRED. SECTION 4.10 WAS AMENDED IN ORDER TO CLARIFY THE AUTHORITY, PROCESS AND TIMING BY WHICH THE BOARD MAY OR MAY NOT FILL A VACANCY ON THE BOARD. IN GENERAL IF A BOARD VACANCY OCCURS NOT MORE THAN 180 DAYS AND NOT LESS THAN 105 DAYS PRIOR TO THE ANNUAL MEETING (I.E. THE EARLIEST DATE FOR GIVING NOTICE OF THE ANNUAL MEETING) THE VACANCY SHALL BE FILLED BY VOTE OF THE MEMBERS IN ACCORDANCE WITH THE BYLAWS AT THE ANNUAL MEETING. | |
| Form 990, Part VI, Section A, line 6 | THE COOPERATIVE WAS FORMED BY THE MEMBERS TO PROVIDE ELECTRIC SERVICE AT COST ON A COOPERATIVE BASIS. | |
| Form 990, Part VI, Section A, line 7a | THE MEMBERS OF THE COOPERATIVE VOTE ON THE BOARD OF DIRECTORS. ELECTIONS ARE DONE ON A ONE MEMBER ONE VOTE BASIS. | |
| Form 990, Part VI, Section A, line 7b | THE FOLLOWING ACTS REQUIRE APPROVAL OF THE MEMBERS OF THE COOPERATIVE: 1. THE DISPOSAL OF A SUBSTANTIAL PORTION OF THE COOPERATIVE'S ASSETS; 2. THE DISSOLUTION/LIQUIDATION OF THE COOPERATIVE; 3. THE MERGER OR CONSOLIDATION OF THE COOPERATIVE WITH ANOTHER ORGANIZATION; AND 4. AMENDMENTS TO THE ARTICLES OF INCORPORATION. | |
| Form 990, Part VI, Section B, line 11 | 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 THE FILING OF THE FORM 990. | |
| Form 990, Part VI, Section B, line 12c | ALL DIRECTORS, OFFICERS, AND EMPLOYEES OF THE COOPERATIVES ARE REQUIRED TO ANNUALLY CERTIFY THAT THEY HAVE COMPLIED WITH THE CODE OF CONDUCT AND ARE NOT AWARE OF ANY UNREPORTED VIOLATIONS OF THE CODE THAT MAY HAVE OCCURRED. | |
| Form 990, Part VI, Section B, line 15 | THE CEO IS SUBJECT TO AN ANNUAL EVALUATION BY A COMPENSATION COMMITTEE, WHICH IS COMPRISED OF THE BOARD OF DIRECTORS. A COMPENSATION SURVEY AND AN INDEPENDENT COMPENSATION CONSULTANT ARE USED WHEN DETERMINING THE COMPENSATION OF THE CEO. THE SURVEY SHOWS COMPARATIVE SALARIES FOR CEOS FROM SIMILARLY SITUATED COOPERATIVES, UTILITIES, AND OTHER BUSINESSES LOCATED IN THE DALLAS/FT. WORTH METROPLEX AREA, TEXAS AND THE NATION. THE CEO USES A WAGE AND SALARY PLAN APPROVED BY THE BOARD, WHICH IS BASED ON A COMPENSATION SURVEY, WHEN DETERMINING THE COMPENSATION OF THE COOPERATIVE'S OTHER EMPLOYEES MEETING THE DEFINITION OF OFFICER AND KEY EMPLOYEES, IF ANY. FROM SIMILARLY SITUATED COOPERATIVES, UTILITIES, AND OTHER BUSINESSES LOCATED IN THE DALLAS/FT. WORTH METROPLEX AREA, TEXAS AND THE NATION. | |
| Form 990, Part VI, Section C, line 19 | ANNUALLY, THE COOPERATIVE PROVIDES A CONDENSED SET OF AUDITED FINANCIAL STATEMENTS TO THE MEMBERS OF THE COOPERATIVE AND PUBLISHES THE COOPERATIVE'S ANNUAL REPORT IN THE CO-OP POWER MAGAZINE. THE BY-LAWS AND ANNUAL REPORT, WHICH INCLUDE THE CONSOLIDATED FINANCIAL STATEMENTS, CAN ALSO BE FOUND ON THE COOPERATIVE'S WEBSITE. | |
| TO PROVIDE DETAIL REGARDING OFFICER & HIGHLY COMPENSATED EMPLOYEE BENEFITS | Form 990, Part VII, Column F | 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 A MATCHING CONTRIBUTION UP TO 3% OF A PARTICIPATING EMPLOYEE'S SALARY. 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, DENTAL, VISION AND LIFE INSURANCE TO ALL EMPLOYEES, INCLUDING OFFICERS, THROUGH A QUALIFIED PLAN. THE AMOUNTS REPORTED ON PART VII, COLUMN (F) FOR THE OFFICER IS COMPRISED OF THE ACTUARIAL INCREASE IN THE DEFINED BENEFIT PLAN FOR THE OFFICER, THE TOTAL AMOUNT CONTRIBUTED TO THE 401(K) PENSION PLAN AND THE INSURANCE PREMIUMS PAID FOR THE BENEFIT OF THE OFFICER. 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 PER INDIVIDUAL HAS NOT BEEN ESTIMATED. |
| PATRONAGE DIVIDENDS | Form 990, Part VIII, Line 2 | PATRONAGE DIVIDENDS RESULT FROM THE PURCHASE OF WHOLESALE POWER FROM A GENERATION & TRANSMISSION COOPERATIVE. PATRONAGE DIVIDENDS ALSO 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 ELECTRIC SERVICE PROVIDED BY THE COOPERATIVE TO ITS MEMBERS. |
| TO PROVIDE DETAIL REGARDING OTHER EXPENSES | Form 990, Part IX, Line 24f | THE FOLLOWING IS A BREAKDOWN OF THE EXPENSES REPORTED AS OTHER EXPENSES ON FORM 990, PART IX, LINE 24F. SALES $ 1,476,286 CONSUMER ACCOUNTS & SERVICE 3,093,840 OTHER OPERATING EXPENSE 495,833 MISCELANEOUS EXPENSE 208,907 TAXES - PROPERTY & OTHER 3,151,635 TOTAL OTHER EXPENSES PER FORM 990 LINE 24F $ 8,426,501 |
| ACCOUNTING SYSTEM | Form 990, Part IX | 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. THE UNIFORM SYSTEM OF ACCOUNTING DOES NOT RECORD EXPENSES IN THE GENERAL EXPENSE CATEGORIES PROVIDED ON PART IX LINES 1 - 23. THE COOPERATIVE WILL BREAK OUT 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 WILL BE REPORTED ON LINE 24 UNDER THE EXPENSE CATEGORIES REQUIRED BY THE UNIFORM SYSTEM OF ACCOUNTS. |
| RECONCILIATION OF WAGES PER RETURN TO FORM W-3 | Form 990, Part IX, Lines 5-7 | SALARIES AND WAGES ARE ALLOCATED TO ASSET, LIABILITY, AND EXPENSE ACCOUNTS BASED ON THE ACCOUNTING SYSTEM DESCRIBED ABOVE. IN AN EFFORT TO EXPLAIN WHY THE AMOUNTS REPORTED ON LINES 5-7 DO NOT AGREE TO THE W-3 THE FOLLOWING RECONCILIATION IS PROVIDED. TOTAL PER LINES 5-7 $16,759,838 LESS DIRECTORS FEES REPORTED ON 1099-MISC (228,948) LESS EMPLOYEE OFFICER BENEFITS INCLUDED IN LINE 5 (492,188) PLUS SALARIES AND WAGES ALLOCATED TO ASSET ACCOUNTS 3,262,945 RECONCILIATION TO W-3 $19,301,647 |
| BREAKDOWN OF EXPENSES INCLUDED IN ADMINISTRATIVE AND GENERAL | Form 990, Part IX, Line 24 | THE FOLLOWING IS A BREAKDOWN OF THE EXPENSES REPORTED AS ADMINISTRATIVE AND GENERAL EXPENSE ON FORM 990, PART IX, LINE 24 ADMINISTRATIVE & GENERAL EXPENSE $1,875,879 OUTSIDE SERVICES 1,607,352 PROPERTY INSURANCE 549,043 LOSS/DAMAGES 378,243 MAINTENANCE OF GENERAL PLANT 35,627 RENTS 2,000 MISCELLANEOUS GENERAL AND ADMINISTRATIVE 2,537,807 TOTAL ADMINISTRATIVE AND GENERAL EXPENSE PER 990 $ 6,985,951 |
| Changes in Net Assets or Fund Balances: | Form 990, Part XI, line 5: | EQUITY METHOD INCOME (LOSS) FROM SUBSIDIARY COMPANY -884,520. NET CHANGE IN MEMBERSHIPS 94,855. RETIREMENT OF PATRONAGE CAPITAL - TOTAL -13,686,130. RETIREMENT OF PATRONAGE CAPITAL - DISCOUNT 7,649,901. OTHER COMPREHENSIVE INCOME - PROVISION FOR POST RETIREMENT HEALTH BENEFITS -318,553. OTHER COMPREHENSIVE INCOME - AFFILIATE INCOME -171,834. Total to Form 990, Part XI, Line 5: -7,316,281. |
| AUDIT COMMITTEE | Form 990, Part XI, Line 2c | PURSUANT TO BOARD POLICY, THE BOARD OF DIRECTORS IS THE AUDIT COMMITTEE AND IS RESPONSIBLE FOR OVERSEEING THE FINANCIAL STATEMENT AUDIT AND SELECTING THE INDEPENDENT FINANCIAL STATEMENT AUDITOR. |
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