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 4 | THE ASSOCIATION AMENDED ITS BYLAWS IN JANUARY 2022. SIGNIFICANT UPDATES FOLLOW. - THE ONE-TIME MEMBERSHIP FEE OF $5 WAS REMOVED. - A SPECIAL MEETING OF THE MEMBERSHIP MAY BE CALLED IF A WRITTEN REQUEST SIGNED BY THIRTY PERCENT OR MORE OF THE MEMBERS IS BROUGHT TO THE BOARD. PREVIOUSLY, A REQUEST FOR SPECIAL MEETING REQUIRED TWENTY PERCENT OR MORE OF ALL MEMBERS. - LANGUAGE WAS ADDED TO CLARIFY THAT EACH MEMBER SHALL HAVE ONE PERSON FROM ITS COOPERATIVE SERVING ON THE BOARD OF DIRECTORS OF THE ASSOCIATION, AND EACH DIRECTOR SHALL HAVE ONE VOTE. - DIRECTOR QUALIFICATIONS WERE UPDATED TO STATE NO PERSON SHALL BE ELIGIBLE TO BECOME OR REMAIN A DIRECTOR WHO IS IN ANY WAY EMPLOYED BY OR HAS A DIRECT OR SIGNIFICANT PECUNIARY INTEREST IN A COMPETING BUSINESS SELLING ELECTRIC SERVICES TO A MEMBER OF THE ASSOCIATION. - REMOVAL OF DIRECTORS BY MEMBERS - ANY MEMBER MAY BRING CHARGES AGAINST A DIRECTOR AND, BY FILING WITH THE SECRETARY SUCH CHARGES IN WRITING, TOGETHER WITH A PETITION SIGNED BY AT LEAST THIRTY PERCENT OF THE MEMBERS (FORMERLY TWENTY PERCENT), MAY REQUEST THE REMOVAL OF SUCH DIRECTOR BY REASON THEREOF. A QUORUM FOR THE PURPOSE OF REMOVAL OF A DIRECTOR SHALL CONSTITUTE TWO-THIRDS OF ALL MEMBERS OF THE ASSOCIATION (FORMERLY THE MAJORITY OF ALL MEMBERS). - A SECTION ON IMMUNITY WAS ADDED: NO DIRECTOR IS LIABLE, AND NO CAUSE OF ACTION MAY BE BROUGHT, FOR DAMAGES RESULTING FROM THE EXERCISE OF GOOD JUDGMENT OR DISCRETION IN CONNECTION WITH THE DUTIES AND RESPONSIBILITIES OF SUCH DIRECTOR, UNLESS THE ACT OR OMISSION INVOLVED WILLFUL OR WANTON MISCONDUCT, AS PROVIDED IN SOUTH DAKOTA LAW. - A SPECIAL MEETING OF THE BOARD OF DIRECTORS MAY BE CALLED IF A WRITTEN REQUEST SIGNED BY THIRTY PERCENT OR MORE OF THE DIRECTORS IS BROUGHT TO THE SECRETARY. PREVIOUSLY, A REQUEST FOR SPECIAL MEETING REQUIRED SIX OR MORE DIRECTORS. - REMOVAL OF AN OFFICER SHALL TAKE A TWO-THIRDS VOTE OF THE BOARD OF DIRECTORS AND SHALL BE WITHOUT PREJUDICE TO CONTRACT RIGHTS. ELECTION OR APPOINTMENT OF AN OFFICER SHALL NOT BY ITSELF CREATE ANY CONTRACT OR RIGHTS. |
| FORM 990, PART VI, SECTION A, LINE 6 | ANY RURAL ELECTRIC COOPERATIVE CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF SOUTH DAKOTA, OR ORGANIZED UNDER THE LAWS OF ANOTHER STATE AND DOING BUSINESS IN THE STATE OF SOUTH DAKOTA, MAY BECOME A VOTING MEMBER OF THE ASSOCIATION. ENTITIES WHICH ARE NOT ELIGIBLE TO BE VOTING MEMBERS MAY BECOME ASSOCIATE NON-VOTING MEMBERS IF APPROVED BY THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE MEMBERSHIP OF THE ASSOCIATION ELECTS THE BOARD OF DIRECTORS AT THE ANNUAL MEETING. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FINANCE MANAGER REVIEWS THE FORM 990 BEFORE IT IS FILED, AND A COPY IS PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO FILING WITH THE IRS. |
| FORM 990, PART VI, SECTION C, LINE 19 | ALL DOCUMENTS AND POLICIES ARE AVAILABLE UPON REQUEST |
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