Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Section A, line 1 | An Executive Committee comprised of the officers of the Association shall have all of the powers of the Board of Directors when the Board of Directors is not in session, except in respect to powers reserved by the Board of Directors itself or which may not be delegated by law to an Executive Committee. The Executive Committee shall be charged with the duty of conducting the business and operations of the North Dakota Association of Rural Electric Cooperatives, subject to the review and control of the Board of Directors. |
| Form 990, Part VI, Section A, line 6 | Voting members are member-owned, non-profit cooperatives which are operating in the state of North Dakota whose operations are consistent with the objectives of NDAREC and its voting members. Non-voting members consist of Commercial Affiliate Members and Associate Members. |
| Form 990, Part VI, Section A, line 7a | Each voting member of NDAREC elects a director and an alternate director from its board of directors, who then serves on the board of directors of NDAREC for a term of one year. The alternate director serves in the absence of the director with full power of representation. All directors, as a condition of holding office and serving in that capacity, must remain a director of that member cooperative. |
| Form 990, Part VI, Section B, line 11b | No formal process has been adopted. The Form 990 will be provided to the board of directors prior to filing with explanation of specific parts of the Form. An adequate time period will be allowed for review and questions prior to the Form 990 being filed. |
| Form 990, Part VI, Section B, line 12c | Persons covered by this policy will annually disclose or update to the President of the Board of Directors on a form provided by NDAREC their interests that could reasonably give rise to a conflict of interest, such as a list of family members, substantial business or investment holdings, and other transactions or affiliations with businesses and other organizations or those of family members. 1. Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 2. Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 3. Procedures for Addressing the Conflict of Interest a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. |
| Form 990, Part VI, Section B, line 15 | The Executive Committee of the NDAREC Board of Directors meets annually to review the compensation of the Executive Vice President and General Manager. They use historical information provided to them by the Finance Director, as well as information on the current salary increases for NDAREC staff and the current cost of living adjustment. The board also has access to salary survey information collected by NDAREC for all the ND electric cooperatives, which includes the salaries for the coops general managers. The Executive Committee recommends the salary to the Board of Directors for their approval. The board action is documented with a "Salary Certificate and is signed by the President and Secretary of the Board of Directors, communicated to the Finance Director for payroll purposes, and filed in the personnel file. NDAREC has a wage and salary plan policy adopted by the Board of Directors. This wage and salary plan ranks (using several criteria) each job position by pay grade and pay range. The pay range consists of an entry level, a market band, and a maximum. Each year the board approves an annual adjustment to the pay ranges based on certain economic factors. The General Manager approves the annual salary for the Finance Director and all other NDAREC employees. |
| Form 990, Part VI, Section C, line 19 | These documents are not made available to the public. |
| Form 990, Part VII, Column F | Included in column "F", estimated amount of other compensation, is the estimated annual increase in the actuarial value of the defined benefit plan. The estimated increase for Josh Kramer is $26,650, for Loretha Capouch is $47,622, for Zachary Smith is $17,808, and for Christina Roemmich is $22,849. These amounts are estimates in the increase of the value of the plan and are not current year expenses of the Association. The current year expense for this defined benefit plan was $70,838, $37,275, $47,404 and $36,215, respectively. |
| Form 990, Part XI, line 9: | Net Change in Funds Held for Others -8,793. |
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