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 VI, SECTION A, LINE 4 | DURING 2022, THE COOPERATIVE MADE AMENDMENTS TO ITS BYLAWS. THESE INCLUDED: ARTICLE III, MEETING OF MEMBERS, SECTION 3, NOTICE OF MEMBERS' MEETINGS, HAS BEEN REVISED TO SAY, "WRITTEN, PRINTED, OR DIGITAL NOTICE STATING THE DATE, PLACE AND HOUR OF THE MEETING AND THE PURPOSE OR PURPOSES FOR WHICH THE MEETING IS CALLED SHALL BE DELIVERED TO EACH MEMBER NOT LESS THAN TEN (10) DAYS NOR MORE THAN TWENTY-FIVE (25) DAYS BEFORE THE DATE OF SUCH MEETING, EITHER PERSONALLY, BY MAIL, OR BY DIGITAL MEANS BY OR AT THE DIRECTION OF THE SECRETARY. DIGITAL NOTICES SHALL ONLY BE VALID WHEN SENT TO MEMBERS THAT HAVE 'OPTED IN' TO RECEIVING DIGITAL NOTICES. SHOULD THE SECRETARY DEFAULT OR FAIL TO PERFORM THE DUTY OF THE SECRETARY'S OFFICE, THEN SUCH NOTICE SHOULD BE GIVEN TO EACH MEMBER BY THE PERSON OR PERSONS CALLING THE MEETING. IF MAILED, WITH POSTAGE THEREON PREPAID, SUCH NOTICE SHALL BE DEEMED TO BE DELIVERED WHEN DEPOSITED IN THE UNITED STATES MAIL ADDRESSED TO THE MEMBER AT HIS ADDRESS APPEARING IN THE RECORDS OF THE COOPERATIVE. IF SENT DIGITALLY, SUCH NOTICE SHALL BE DEEMED TO BE DELIVERED WHEN SENT USING THE DIGITAL MEANS USED BY THE COOPERATIVE." ARTICLE III, MEETING OF MEMBERS, SECTION 4, QUORUM, HAS BEEN AMENDED TO SAY, "IF SPECIFIED IN THE MEETING NOTICE, IN-PERSON REGISTRATIONS SHALL BE COUNTED TOWARD THE REQUIRED FIVE PERCENT OF MEMBERS NECESSARY TO CONSTITUTE A QUORUM. ANY VOTE TAKEN AT A TIME WHEN LESS THAN FIVE PERCENT OF ALL MEMBERS ARE PHYSICALLY PRESENT SHALL BE TAKEN ONLY ON PROPOSED ACTIONS WHICH WERE SPECIFICALLY IDENTIFIED AND PROVIDED TO THE MEMBERS IN ADVANCE THROUGH THE MEETING NOTICE." ARTICLE III, MEETING OF MEMBERS, SECTION 5, VOTING, HAS BEEN AMENDED IN PART (A) TO SAY, "A MEMBER MAY VOTE ON ANY PROPOSED ACTIONS WHICH WERE SPECIFICALLY IDENTIFIED AND PROVIDED TO THE MEMBERS IN ADVANCE THROUGH THE MEETING NOTICE AT THE TIME THE MEMBER REGISTERS FOR THE MEETING IN PERSON. IF SAID MEMBER THEN LEAVES THE LOCATION OF THE MEETING AFTER VOTING DURING REGISTRATION, THAT MEMBER'S VOTE SHALL BE COUNTED AS IF IT WERE MADE DURING THE OFFICIAL BUSINESS PORTION OF THE MEETING. IF A MEMBER VOTES DURING THE IN-PERSON REGISTRATION PROCESS AND STAYS AT THE MEETING LOCATION AND VOTES DURING THE OFFICIAL BUSINESS PORTION OF THE MEETING, SAID MEMBER'S VOTE MADE DURING THE IN-PERSON REGISTRATION PROCESS WILL BE DEEMED NULL AND VOID AND WILL NOT BE COUNTED. FURTHER, ANY VOTE GIVEN PURSUANT TO THIS SUBSECTION (A) SHALL SUPERSEDE ANY VOTE MADE BY A MEMBER PURSUANT TO SUBSECTIONS (B) OR (C) BELOW." IT HAS ALSO BEEN REVISED IN PART (C) TO SAY, "ANY MEMBER WHO IS ABSENT FROM ANY ANNUAL OR SPECIAL MEETING OF THE MEMBERS MAY VOTE BY MAIL OR VIA DIGITAL MEANS PROVIDED BY THE COOPERATIVE AT SUCH MEETING UPON ANY MOTION OR RESOLUTION PERTAINING TO THE BORROWING OF FUNDS FROM THE UNITED STATES OF AMERICA OR ANY AGENCY OR INSTRUMENTALITY THEREOF, OR THE SALE, MORTGAGE, LEASE OR OTHER DISPOSITION, OR ENCUMBRANCE OF THE COOPERATIVE'S PROPERTY TO THE UNITED STATES OF AMERICA OR ANY AGENCY OR INSTRUMENTALITY THEREOF." "IF VOTING BY MAIL, SUCH ABSENT MEMBER SHALL ENCLOSE EACH SUCH COPY SO MARKED IN A SEALED ENVELOPE BEARING HIS NAME AND ADDRESSED TO THE COOPERATIVE. WHEN SUCH WRITTEN VOTE SO ENCLOSED IS RECEIVED BY MAIL FROM ANY ABSENT MEMBER, IT SHALL BE COUNTED AS THE VOTE OF SUCH MEMBER AT SUCH MEETING. IF VOTING BY DIGITAL MEANS, THE MEMBER WILL USE THE SERVICE SELECTED BY THE COOPERATIVE, WHICH WILL STORE THE VOTE IN A SECURE MANNER. IF A HUSBAND AND WIFE HOLD A JOINT MEMBERSHIP AND ARE ABSENT FROM ANY ANNUAL OR SPECIAL MEETING OF THE MEMBERS, THEY SHALL JOINTLY BE ENTITLED TO VOTE BY MAIL OR DIGITAL MEANS AS PROVIDED IN THIS SECTION." ARTICLE V, MEETING OF TRUSTEES, SECTION 3, NOTICE OF TRUSTEES' MEETINGS, HAS BEEN REVISED TO SAY, "WRITTEN NOTICE OF THE TIME, PLACE, AND PURPOSE OF ANY SPECIAL MEETING OF THE BOARD SHALL BE DELIVERED TO EACH TRUSTEE, EITHER PERSONALLY, BY MAIL, OR BY DIGITAL MEANS PROVIDED BY THE COOPERATIVE, BY OR AT THE DIRECTION OF THE SECRETARY, OR UPON A DEFAULT IN DUTY BY THE SECRETARY, BY THE PRESIDENT OR THE TRUSTEES CALLING THE MEETING." ARTICLE VI, OFFICERS, SECTION 6, SECRETARY, WAS AMENDED TO CLARIFY THAT THE COOPERATIVE, THROUGH ITS SECRETARY, IS REQUIRED TO MAINTIAN CERTAIN RECORDS BUT IT REMOVED THE REQUIREMENT THAT RECORDS BE KEPT IN A "BOOK OR "REGISTER", ALLOWING RECORDS TO BE MAINTAINED IN OTHER FORMATS, INCLUDING DIGITALLY. ARTICLE XI, FINANCIAL TRANSACTIONS, SECTION 4, CHANGE IN RATES, HAS BEEN AMENDED TO SAY, "WRITTEN NOTICE SHALL BE GIVEN TO ALL REQUIRED STATE OR FEDERAL AGENCIES NOT LESS THAN NINETY DAYS PRIOR TO THE DATE UPON WHICH ANY PROPOSED CHANGE IN THE RATES CHARGED BY THE COOPERATIVE FOR ELECTRIC ENERGY BECOMES EFFECTIVE. COURTESY NOTICE OF CHANGES IN RATES MAY BE GIVEN TO STATE OR FEDERAL AGENCIES NOT REQUIRED TO BE NOTIFIED AT THE DISCRETION OF THE BOARD." ARTICLE XII, MISCELLANEOUS, SECTION 4, ACCOUNTING SYSTEM AND REPORTS, HAS BEEN REVISED TO SAY, "THE BOARD SHALL CAUSE TO BE ESTABLISHED AND MAINTAINED A COMPLETE ACCOUNTING SYSTEM WHICH, AMONG OTHER THINGS, AND SUBJECT TO APPLICABLE LAWS AND RULES AND REGULATIONS OF ANY REGULATORY BODY, SHALL CONFORM TO SUCH ACCOUNTING SYSTEM AS MAY FROM TIME TO TIME BE DESIGNATED BY ANY REGULATORY BODY THAT THE COOPERATIVE MAY BE SUBJECT TO." ARTICLE XIII, INDEMNITY PROVISIONS, SECTION 2, INSURANCE, THE SENTENCE "IN NO EVENT SHALL THE LIABILITY POLICIES AFOREMENTIONED FOR TRUSTEES AND/OR OFFICERS PURCHASED BY THE COOPERATIVE EXCEED A MAXIMUM COVERAGE OF $1,000,000.00 EACH" HAS BEEN DELETED. |
| 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 TRUSTEES. 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. 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 PRESENTED A COPY OF THE FORM 990 TO THE BOARD FOR DISCUSSION AND REVIEW PRIOR TO FILING. THE DISCUSSION AND REVIEW WAS PERFORMED AT THE BOARD MEETING IMMEDIATELY BEFORE FILING THE FORM 990. |
| FORM 990, PART VI, SECTION B, LINE 12C | ON AN ANNUAL BASIS, THE THE BOARD OF DIRECTORS AND EMPLOYEES REVIEW THE CONFLICT OF INTEREST POLICY. DIRECTORS AND EMPLOYEE OFFICERS ARE REQUIRED TO DISCLOSE ANY ACTION OR SITUATION THAT MIGHT VIOLATE THE POLICY TO THE FULL BOARD OF DIRECTORS AS SOON AS POSSIBLE. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE BOARD OF DIRECTORS REVIEW A COMPENSATION SURVEY WHEN DETERMINING AND SETTING THE COMPENSATION OF THE CEO. THE SURVEY INCLUDES SALARIES FROM SIMILARLY SITUATED COOPERATIVES THROUGHOUT OKLAHOMA AND THE NATION. THE CEO REVIEWS A COMPENSATION SURVEY WHEN DETERMINING THE COMPENSATION OF THE COOPERATIVE'S OTHER EMPLOYEES MEETING THE DEFINITION OF OFFICER AND KEY EMPLOYEES, IF ANY. THE SURVEY INCLUDES SALARIES FROM SIMILARLY SITUATED COOPERATIVES THROUGHOUT OKLAHOMA AND THE NATION. |
| FORM 990, PART VI, SECTION C, LINE 19 | 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 SUMMARIZED COPY OF THE FINANCIAL STATEMENTS TO THE MEMBERS OF THE COOPERATIVE WITH THE ANNUAL REPORT. THE BYLAWS CAN ALSO BE FOUND ON THE COOPERATIVE'S WEBSITE. |
| 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. EMPLOYER CONTRIBUTIONS FOR THE PLAN ARE AVAILABLE TO PARTICIPATING EMPLOYEES, INCLUDING OFFICERS, KEY EMPLOYEES, AND HIGHLY COMPENSATED EMPLOYEES, MEETING THE 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 TOTAL AMOUNT CONTRIBUTED BY THE COOPERATIVE TO THE DEFINED CONTRIBUTION PLAN AND INSURANCE PAID ON BEHALF OF AND FOR THEIR BENEFIT. |
| 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 FROM COOPERATIVE BANKS AND THE PURCHASE OF SUPPLIES AND SERVICES FROM OTHER COOPERATIVE ORGANIZATIONS. THE EXPENSE 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 COOPERATIVE IS NO LONGER A RURAL UTILITIES SERVICES (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 REPORTS 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, LINE 1: | ALL GRANTS, SPONSORSHIPS, AND/OR DONATIONS ARE MADE TO NON-PROFIT AND CIVIC ORGANIZATIONS THAT ARE LOCATED IN THE COOPERATIVE'S SERVICE AREA, AND ARE INTENDED TO IMPROVE THE COMMUNITIES IN WHICH OUR MEMBERS RESIDE. |
| FORM 990, PART IX, LINE 4: | 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 ELECTRICITY 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 MARGIN 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 CALENDAR TAX 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 BYLAWS. 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 ELECTRICITY FROM THE COOPERATIVE FOR THE 2022 CALENDAR YEAR. 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. |
| 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 $ 4,180,666 LESS: DIRECTOR FEES REPORTED ON FORMS 1099-NEC (167,400) LESS: EMPLOYEE OFFICER BENEFITS INCLUDED IN LINE 5 (210,564) LESS: KEY EMPLOYEE BENEFITS INCLUDED IN LINE 5 (31,380) PLUS: SALARIES AND WAGES CAPITALIZED DIRECTLY TO PLANT 1,627,555 PLUS: SALARIES AND WAGES CAPITALIZED/EXPENSED INDIRECTLY THROUGH CLEARING AND OTHER ACCOUNTS 104,707 TOTAL WAGES ACCRUED AND/OR PAID $ 5,503,584 |
| FORM 990. PART IX, LINE 24: | ADMINISTRATIVE & GENERAL EXPENSE IS COMPRISED OF THE FOLLOWING: ADMINISTRATIVE & GENERAL SALARIES, BENEFITS, & OTHER $ 763,149 OFFICE SUPPLIES 425,386 OUTSIDE SERVICES 113,095 INJURIES & DAMAGES 65,702 EMPLOYEE BENEFITS 415,541 DIRECTORS 211,668 DUES TO ASSOCIATED ORGS. 98,534 MEETINGS 35,213 MISCELLANEOUS GENERAL 976,194 MAINTENANCE OF GENERAL PLANT 26,380 TOTAL ADMIN & GENERAL EXPENSES PER FINANCIAL STATEMENTS $ 3,130,862 ADD: RECLASS OF EMPLOYEE MISCELLANEOUS NONOPERATING EXPENSE 23,622 LESS: RECLASS OF DIRECTOR FEES TO PART IX, LINE 5 (167,400) LESS: RECLASS OF LABOR TO PART IX, LINES 5 & 7 (1,009,193) LESS: RECLASS OF BENEFITS TO PART IX, LINES 8-10 (371,620) TOTAL ADMIN & GENERAL EXPENSE PER FORM 990, PART IX $ 1,606,271 |
| FORM 990, PART IX, LINE 24E: | OTHER EXPENSES IS COMPRISED OF THE FOLLOWING: OTHER DEDUCTIONS $ 4,498 SALES 323,904 CONSUMER ACCOUNTS 186,523 POST-RETIREMENT BENEFIT OBLIGATION - PRIOR SERVICE COST 897,980 TOTAL OTHER EXPENSES PER FORM 990, PART IX $ 1,412,905 |
| FORM 990, PART IX, LINE 3: | THE COOPERATIVE MADE A $2,500 CONTRIBUTION TO NRECA INTERNATIONAL TO ASSIST WITH BRINGING RURAL ELECTRIFICATION TO RURAL AREAS IN FOREIGN COUNTRIES. |
| FORM 990, PART XI, LINE 9: | PATRONAGE CAPITAL ALLOCATED OR TO BE ALLOCATED 8,155,145. PATRONAGE CAPITAL RETIRED - TOTAL -1,928,299. PATRONAGE CAPITAL RETIRED - UNCLAIMED 259,880. NET CHANGE IN MEMBERSHIPS 1,883. |
| FORM 990, PART XII, LINE 2C: | THE BOARD OF DIRECTORS HAVE ASSIGNED MEMBERS TO AN AUDIT COMMITTEE TO OVERSEE THE FINANCIAL STATEMENT AUDIT AND SELECT THE INDEPENDENT FINANCIAL STATEMENT AUDITOR. PROCEDURAL CHANGES DID NOT OCCUR DURING THE YEAR. |
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