Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
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| FORM 990, PART III, LINE 2 | SOLPOWER AND SOLPOWER CAPITAL (SOLPOWER) ARE WHOLLY SUBSIDIARIES OF VEA; SOLPOWER WAS FORMED IN 2020 TO PROVIDE SOLAR POWER SERVICES TO MEMBERS OF VEA. |
| FORM 990, PART VI, SECTION A, LINE 4 | DURING THE YEAR, THE COOPERATIVE'S BYLAWS WERE AMENDED. THE FOLLOWING IS A SUMMARY OF THE CHANGES: ARTICLE I MEMBERSHIP, SECTION 1, REQUIREMENT OF MEMBERSHIP - DELETED THE REQUIREMENT TO PAY THE NON-REFUNDABLE MEMBERSHIP FEE. SECTION 2, MEMBERSHIP CERTIFICATES - AMENDED TO HAVE MEMBERSHIP CERTIFICATE REQUIRED BY STATE STATUTE BE IN SUCH FORM AND CONTAIN PROVISIONS DETERMINED BY THE BOARD OF DIRECTORS. SECTION 4, CONVERSION OF MEMBERSHIP - SECTION WAS DELETED REGARDING THE CONVERSION OF MEMBERSHIP TO A JOINT MEMBERSHIP. REPLACED WITH PURCHASE OF COOPERATIVE SERVICES - STATES THAT EACH MEMBER SHALL PAY FOR SERVICES AT A MONTHLY RATE TO BE FIXED BY THE BOARD. IT IS UNDERSTOOD THAT AMOUNTS PAID FOR TRANSMISSION, DISTRIBUTION, OR ENERGY SERVICES IN EXCESS OF COST OF SERIVCE ARE FURNISHED BY MEMBERS AS CAPITAL. COMMUNICATION SERVICES WERE DELETED FROM THE SECTION. MEMBERS ARE TO PAY ALL AMOUNTS OWED BY MEMBER TO ASSOCIATION WHEN DUE. SECTION 5, MEMBERSHIP FEE - DELETED SECTION. REPLACED BY NON-MEMBER PATRONS - UNDER UNUSUAL CIRCUMSTANCES, THE BOARD MAY PROVIDE FOR ESTABLISHMENT OF CATEGORIES FOR NON-MEMBER PATRONS. NON-MEMBER PATRONS SHALL BE BOUND BY THE SAME RULES AND REGULATIONS AS ARE MEMBERS OF THE COOPERATIVE. NON-MEMBER PATRONS SHALL HAVE NONE OF THE RIGHTS GRANTED TO MEMBERS OTHER THAN THE RIGHT TO BE ALLOCATED AND PAID CAPITAL CREDITS BY CREDIT TO A CAPITAL ACCOUNT AND TO RECEIVE RETIRED AND REFUNDED CAPITAL CREDITS. SECTION 6, TERMINATION OF MEMBERSHIP - DELETED REQUIREMENT FOR MEMBER TO SURRENDER MEMBERSHIP CERTIFICATE UPON TERMINATION. ARTICLE III, MEETING OF MEMBERS, SECTION 1, ANNUAL MEETINGS - AN ANNUAL MEETING OF THE FULL MEMBERSHIP SHALL BE HELD DURING THE MONTH OF APRIL AND WITHIN THE BOUNDARIES OF THE ASSOCIATION'S SERVICE AREA. FAILURE TO HOLD AN ANNUAL MEETING SHALL NOT BE DEEMED A FORFEITURE OR DISSOLUTION OF THE ASSOCIATION. THE PRESIDENT OF THE BOARD, OR HIS/HER DESIGNEE, SHALL CONDUCT THE ANNUAL MEETING. THE ORDER OF THE BUSINESS OF THE ANNUAL MEETING IS LINED OUT IN THIS SECTION. SECTION 2, DISTRICT MEETINGS - IN ELECTION YEARS, THERE SHALL BE HELD DURING THE MONTHS OF FEBRUARY OR MARCH A DISTRICT MEETING AT A LOCATION NEAR OR WITHIN THE DISTRICT SERVICE AREA. THE MAIN PURPOSE OF THE DISTRICT MEETING SHALL BE TO ELECT A DIRECTOR BY THE MEMBERSHIP IN EACH DISTRICT TO SERVE ON THE BOARD OF DIRECTORS OF THE ASSOCIATION. IN ANY YEAR WHEN AN ELECTION IS NOT TAKING PLACE IN A DISTRICT, A MEETING MAY BE HELD AT THE DISCRETION OF THE BOARD OF DIRECTORS. THE DIRECTOR FOR THE DISTRICT IN WHICH THE DISTRICT MEETING IS HELD OR HIS OR HER DESIGNEE SHALL CONDUCT THE DISTRICT MEETING. THE ORDER OF BUSINESS OF DISTRICT MEETINGS IS OUTLINED IN THIS SECTION. SECTION 4, NOTICE OF MEMBERS' MEETING - NOTICES MAY BE WRITTEN, PRINTED, OR ELECTRONIC MAIL AND SHALL BE DELIVERED NOT LESS THAN 25 DAYS NOR MORE THAN 50 DAYS BEFORE THE DATE OF THE MEETING. ELECTRONIC MAIL MAY BE SUBSTITUTED FOR DIRECT MAIL ONLY WITH THE EXPRESSED PERMISSION OF THE MEMBER. WHEN NOTIFYING MEMBERS OF ANY MEMBER MEETING, THE COOPERATIVE SHALL INCLUDE NOTICE OF ANY MATTER THAT A MEMBER MAY RAISE OR DISCUSS AND INTENDS TO RAISE OR DISCUSS IF REQUESTED IN WRITING BY A PERCENTAGE OF THE TOTAL MEMBERSHIP ENTITLED TO CALL A SPECIAL MEETING. SECTION 5, QUORUM - 2 PERCENT OF THE MEMBERSHIP ENTITLED TO VOTE AT THE FULL MEMBERSHIP MEETING OR DISTRICT MEETING CONSTITUTES A QUORUM. DELETED "OF WO MEMBERS, PRESENT AT THE MEETING, WHICH IS GREATER." SECTION 6, VOTING - ALL QUESTIONS SHALL BE DECIDED BY A MAJORITY VOTE OF THE MEMBERS VOTING THEREON, OR A PLURALITY IN THE CASE WHEN MORE THAN TWO CANDIDATES RUN FOR THE SAME SEAT, EXCEPT AS OTHERWISE PROVIDED BY LAW, THE ARTICLES OF INCORPORATION OR THESE BYLAWS. TO BE VALID, A VOTE MUST BE CAST IN ACCORDANCE WITH RULES PRESENTED BY THE MEMBER LIAISON COMMITTEE AND RATIFIED BY THE BOARD OF DIRECTORS. VOTING RULES ARE ARTICULATED ON EACH BALLOT. DELETED REMAINDER OF THIS SECTION. PREVIOUS SECTION 6, ORDER OF BUSINESS - IS DELETED. ACTICLE IV, DIRECTORS, SECTON 2, QUALIFICATIONS - EXPANDS ON QUALIFICATIONS TO BE ELIGIBLE TO BECOME OR REMAIN A DIRECTOR OF THE ASSOCIATION. SECTION 4, NOMINATIONS - THE BOARD OF DIRECTORS SHALL APPOINT A NOMINATING COMMITTEE MADE UP OF MEMBERS RECOMMENDED BY THE MEMBER LIAISON COMMITTEE AND RATIFIED BY THE BOARD OF DIRECTORS. THE ORDER OF PLACEMENT OF NOMINEES' NAMES ON THE BALLOT SHALL BE PLACED ALPHABETICALLY, AND THE DELIVERY OF BALLOTS TO THE MEMBERS ENTITLED TO NOTICE AND TO VOTE IN THE DISTRICT IN WHICH A DIRECTOR IS TO BE ELECTED. ADDED SECTION 5. CREDENTIALING COMMITTEE. AN ELECTION CREDENTIALING COMMITTEE, MADE UP OF MEMBERS RECOMMENDED BY THE MEMBER LIAISON COMMITTEE AND RATIFIED BY THE BOARD OF DIRECTORS, SHALL BE RESPONSIBLE FOR VETTING CANDIDATES ACCORDING TO QUALIFICATIONS IN SECTION 2 OF THIS ARTICLE AND CERTIFYING THAT AN ELECTION IS CONDUCTED IN ACCORDANCE WITH BYLAWS. SECTION 6, ELECTION OF DIRECTORS - ONE DIRECTOR SHALL BE ELECTED FROM EACH DISTRICT. THE TERMS OF ELECTED DIRECTORS SHALL BE THREE YEARS. SECTION 7, REMOVAL OF DIRECTORS BY MEMBERS - OUTLINES STEPS TO REMOVE A DIRECTOR. SECTION 9, COMPENSATION - DIRECTORS SHALL RECEIVE COMPENSATION IN ACCORDANCE WITH POLICY. ARTICLE V, MEETING OF DIRECTORS, SECTION 1, REGULAR MEETINGS - NOTICE OF REGULAR BOARD MEETINGS WILL BE POSTED ON THE VEA WEBSITE NO LESS THAN 10 DAYS PRIOR TO THE DATE OF THE MEETING. SECTION 2, SPECIAL MEETING - SECTION IS DELETED. NEW SECTION 2, OTHER MEETINGS - WRITTEN NOTICE OF OTHER MEETINGS OF THE BOARD OF DIRECTORS SHALL BE DELIVERED WITH ADEQUATE NOTICE TO EACH DIRECTOR. NOT LESS THAN 4 BUSINESS DAYS REQUIREMENT HAS BEEN DELETED. IN ADDITION, MEMBERS SHALL RECEIVE ADEQUATE NOTICE. REFERENCE TO MAILING IS DELETED. SECTION 3, QUORUM - A QUORUM OF DIRECTORS IS A MAJORITY OF THE DIRECTORS PRESENT IMMEDIATELY BEFORE A BOARD MEETING BEGINS. SECOND PARAGRAPH OF THE SECTION HAS BEEN DELETED. ARTICLE VI, OFFICERS, SECTION 2, ELECTION AND TERM OF OFFICE - A VACANCY IN ANY OFFICE SHALL BE FILLED AS SET FORTH IN ARTICLE IV, SECTION 8. SECTION 8, RESIGNATION - AT ANY TIME, ANY OFFICER MAY RESIGN BY DELIVERING TO THE BOARD PRESIDENT OR SECRETARY AN ORAL OR WRITTEN RESIGNATION. UNLESS THE RESIGNATION SPECIFIES A LATER EFFECTIVE DATE, IT IS EFFECTIVE WHEN RECEIVED BY THE PRESIDENT OR SECRETARY. IF THE RESIGNATION IS EFFECTIVE AT A LATER DATE, THE BOARD MAY FILL THE VACANT OFFICER POSITION BEFORE THE LATER EFFECTIVE DATE, BUT THE SUCCESSOR OFFICER MAY NOT TAKE OFFICE UNTIL THE LATER EFFECTIVE DATE. PREVIOUS SECTION 8 AND SECTIONS 9, 10, 11, AND 12 ARE DELETED. ARTICLE VII, NON-PROFIT OPERATION, SECTION 1, DEFINITIONS - DEFINES "OTHER UTILITY TYPE SERVICES". ARTICLE XII, AMENDMENTS, SECTION 1, BYLAWS AMENDMENTS - BYLAWS MAY BE AMENDED BY A MAJORITY VOTE (AS DEFINED BY STATE LAW) OF THE MEMBERS CONSTITUTING A QUORUM AT AN ANNUAL MEETING OR SPECIAL MEETING. A COMPLETE COPY OF THE COOPERATIVE'S BYLAWS CAN BE FOUND ON THEIR WEBSITE: HTTPS://VEA.COOP |
| 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. 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 4. AMENDMENT TO THE ARTICLES OF INCORPORATION 5. AMENDMENT TO THE BYLAWS |
| FORM 990, PART VI, SECTION A, LINE 8B | THE COOPERATIVE HAS NO COMMITTEES WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. THEREFORE, AND PURSUANT TO FORM 990 INSTRUCTIONS, THE QUESTION HAS BEEN ANSWERED "NO". |
| FORM 990, PART VI, SECTION B, LINE 11B | MANAGEMENT PROVIDED A COPY OF THE FORM 990 TO THE BOARD FOR DISCUSSION AND REVIEW PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | DIRECTORS AND OFFICERS ARE REQUIRED TO REVIEW AND BE FAMILIAR WITH THE POLICIES OUTLINED IN THE COOPERATIVE'S CONFLICT OF INTEREST POLICY. THE CONFLICT OF INTEREST POLICY IS EXPLAINED TO ALL NEW DIRECTORS COMING ON THE BOARD. 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. BOARD MINUTES ARE NOTED WHEN A DIRECTOR HAS A CONFLICT OF INTEREST. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE BOARD OF DIRECTORS USE A COMPENSATION SURVEY AND AN INDEPENDENT CONSULTANT WHEN DETERMINING THE COMPENSATION OF THE CEO. THE SURVEY SHOWS COMPARATIVE SALARIES FOR CEO'S FROM COOPERATIVES LOCATED IN NEVADA AND THE NATION. THE BOARD AND CEO USE A COMPENSATION SURVEY AND AN INDEPENDENT CONSULTANT WHEN DETERMINING THE COMPENSATION OF THE COOPERATIVE'S OTHER EMPLOYEES MEETING THE DEFINITION OF OFFICER AND KEY EMPLOYEES. THE SURVEY INCLUDES SALARIES FROM SIMILAR COOPERATIVES THROUGHOUT NEVADA AND THE NATION. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE COOPERATIVE PROVIDES A SUMMARIZED COPY OF THE AUDITED FINANCIAL STATEMENTS TO MEMBERS OF THE COOPERATIVE AT THE ANNUAL MEETING. THE COOPERATIVE'S BYLAWS, ARTICLES OF INCORPORATION, ANNUAL REPORT, AND AUDITED FINANCIAL STATEMENTS FOR MOST RECENT YEAR ARE ALSO AVAILABLE ON THE COOPERATIVE'S WEBSITE. THE COOPERATIVE WILL PROVIDE A COMPLETE COPY OF THE CONFLICT OF INTEREST POLICY OR GOVERNING DOCUMENTS TO ANY MEMBER WHO REQUESTS A COPY. |
| 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. EMPLOYER CONTRIBUTIONS TO THE PLAN ARE MADE PURSUANT TO THE PLAN DOCUMENT. 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, KEY EMPLOYEES AND HIGHLY COMPENSATED EMPLOYEES, MEETING ELIGIBILITY REQUIREMENTS OF SUCH PLANS. THE COOPERATIVE ALSO PROVIDES HEALTH, DENTAL, VISION AND LIFE INSURANCE TO ALL ELIGIBLE EMPLOYEES THROUGH A QUALIFIED PLAN. THE AMOUNTS REPORTED ON PART VII, COLUMN (F) FOR THE OFFICERS, KEY EMPLOYEES AND HIGHLY COMPENSATED EMPLOYEES IS COMPRISED OF THE ACTUARIAL INCREASE IN THE DEFINED BENEFIT PLAN, THE TOTAL AMOUNT CONTRIBUTED BY THE COOPERATIVE TO THE DEFINED CONTRIBUTION PLAN AND INSURANCE PAID ON BEHALF OF AND FOR THEIR BENEFIT. 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 HAS NOT BEEN ESTIMATED. |
| FORM 990, PARTS VI & VII: | THE COOPERATIVE ANNUALLY PROVIDES EACH DIRECTOR, OFFICER, AND KEY EMPLOYEE A QUESTIONNAIRE. THE COMPLETED QUESTIONNAIRES ARE USED TO COMPLETE THE APPLICABLE QUESTIONS ON THE FORM 990 PERTAINING TO BUSINESS RELATIONSHIPS AMONG DIRECTORS, OFFICERS, AND KEY EMPLOYEES, AS WELL AS TO DETERMINE IF THERE ARE ANY TRANSACTIONS WHICH MUST BE REPORTED IN DETAIL ON SCHEDULE L - "TRANSACTIONS WITH INTERESTED PERSONS". IF THE COOPERATIVE WAS UNABLE TO OBTAIN A COMPLETED QUESTIONNAIRE AND/OR TIME LOG, THE COOPERATIVE RELIED UPON THE COMPLETED INFORMATION FOR THE PRIOR YEAR. THE COOPERATIVE RELIED UPON PRIOR YEAR INFORMATION FOR INDIVIDUALS WHO RETIRED AND DID NOT COMPLETE THE QUESTIONNAIRE. THE COOPERATIVE RELIED ON PRIOR YEAR QUESTIONNAIRES FROM EMPLOYEES BART THURGOOD, NATHAN JOHNSON, JAMES ANDRESEN, AND JAMES CAPLE, AS WELL AS DIRECTOR ROBIN BARBER WHO HAVE RETIRED FROM VALLEY ELECTRIC ASSOCIATION. |
| FORM 990, PART VIII, LINE 2: | PATRONAGE DIVIDENDS 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. |
| FORM 990, PART IX: | ALTHOUGH THE ASSOCIATION IS NO LONGER A RURAL UTILITIES SERVICE (RUS) BORROWER, ITS ACCOUNTING RECORDS ARE MAINTAINED IN ACCORDANCE WITH THE RUS UNIFORM SYSTEM OF ACCOUNTS (USOA) PRESCRIBED FOR RUS ELECTRIC BORROWERS. THE USOA DOES NOT RECORD EXPENSES IN THE GENERAL EXPENSE CATEGORIES PROVIDED ON PART IX LINES 1 - 23. THE COOPERATIVE SEPARATELY 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 USOA. |
| 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. THE FOLLOWING SCHEDULE RECONCILES AMOUNTS REPORTED ON LINES 5-7 TO TOTAL WAGES ACCRUED AND/OR PAID: TOTAL PER LINES 5-7 $ 17,823,063 LESS: DIRECTOR FEES REPORTED ON FORMS 1099-MISC (119,250) LESS: EMPLOYEE OFFICER BENEFITS INCLUDED IN LINE 5 (570,907) LESS: KEY EMPLOYEE BENEFITS INCLUDED IN LINE 5 (518,723) PLUS: SALARIES AND WAGES ALLOCATED TO NONOPERATING MARGINS 595 PLUS: SALARIES AND WAGES CAPITALIZED DIRECTLY TO PLANT 5,423,943 PLUS: SALARIES AND WAGES CAPITALIZED/EXPENSE INDIRECTLY THROUGH CLEARING & OTHER ACCOUNTS 5,130,247 TOTAL WAGES ACCRUED AND/OR PAID $27,168,968 |
| FORM 990, PART IX, LINE 24: | ADMINISTRATIVE AND GENERAL EXPENSE IS COMPRISED OF THE FOLLOWING: ADMINISTRATIVE & GENERAL SALARIES, BENEFITS, & OTHER $ 6,751,632 OFFICE SUPPLIES 52,835 OUTSIDE SERVICES 381,582 INJURIES & DAMAGES 94,476 EMPLOYEE PENSION & BENEFITS 108,886 MEETINGS 416,795 MISCELLANEOUS GENERAL EXP 402,384 DIRECTORS 138,249 DUES 64,980 TOTAL ADMIN & GENERAL EXP PER FINANCIAL STATEMENTS $ 8,411,819 LESS: RECLASS OF DIRECTOR FEES TO PART IX, LINE 5 (119,250) LESS: RECLASS OF LABOR TO PART IX, LINES 5 & 7 (6,223,495) LESS: RECLASS OF BENEFITS TO PART IX, LINES 8-10 (2,471,140) TOTAL ADMIN & GENERAL EXPENSE PER FORM 990, PART IX $ (402,066) |
| FORM 990, PART IX, LINE 24E: | OTHER EXPENSES IS COMPRISED OF THE FOLLOWING: CUSTOMER ACCOUNTS $ 14,002 SALES (94,435) OTHER DEDUCTIONS 49,602 POLITICAL CAMPAIGN CONTRIBUTIONS 1,500 ADMINISTRATIVE & GENERAL EXPENSES (402,066) TOTAL OTHER EXPENSES PER FORM 990, LINE 24E $ (431,397) |
| FORM 990, PART XI, LINE 9: | PATRONAGE CAPITAL ALLOCATED 4,895,941. PATRONAGE CAPITAL RETIRED - TOTAL -304,797. PATRONAGE CAPITAL RETIRED - DISCOUNT 125,354. DONATED CAPITAL 16,056. NET CHANGE IN MEMBERSHIPS -7,830. OTHER EQUITY ADJUSTMENTS 16,415. OTHER COMPREHENSIVE INCOME ADJUSTMENT FOR POST-RETIREMENT BENEFITS 1,294,233. |
| FORM 990, PART XII, LINE 2C: | 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. |
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