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 THE YEAR, THE COOPERATIVE'S BYLAWS WERE AMENDED. THE FOLLOWING IS A SUMMARY OF THE CHANGES MADE: ARTICLE II - MEETINGS OF MEMBERS SECTION 7. PROXIES, WAS AMENDED TO STATE "AT ANY MEMBER MEETING, ANY MEMBER MAY VOTE BY PROXY, BUT ONLY IF SUCH PROXY (B) IS EXECUTED BY THE MEMBER IN WRITING AND DESIGNATES THE HOLDER THEREOF WHO IS A NATURAL PERSON MEMBER OR THE PROXY COMMITTEE TO CAST HIS VOTE." THE SECTION GOES ON TO STATE "MEMBERSHIPS IN THE NAME OF NON-NATURAL PERSON MEMBERS MAY BE VOTED BY ANY NATURAL PERSON MEMBER DULY AUTHORIZED BY THE MEMBER AND SHALL BE BOUND BY ALL PROVISIONS REGARDING PROXIES AS STATED IN THIS SECTION." SECTION 8. PROXY COMMITTEE, WAS AMENDED TO STATE "THE UNLIMITED AND/OR UNDIRECTED PROXY VOTES HELD BY THE PROXY COMMITTEE SHALL BE CAST AS DETERMINED BY A VOTE OF THE MAJORITY OF THE PROXY COMMITTEE. THE PROXY COMMITTEE SHALL DESIGNATE ONE OF ITS MEMBERSHIP TO CAST ITS VOTES." ARTICLE III - DIRECTORS SECTION 1. GENERAL POWERS, WAS AMENDED TO CHANGE THE MINIMUM AMOUNT FROM NOT LESS THAN THREE (3) TO NOT LESS THAN FIVE (5) NOR MORE THAN NINE (9) DIRECTORS. SECTION 2. QUALIFICATIONS AND TERMS FOR DIRECTORS & DIRECTOR CANDIDATES, AMENDED QUALIFICATION 2 TO STATE "BE A NATURAL PERSON MEMBER IN GOOD STANDING WITH THE COOPERATIVE BY HAVING MET AND ADHERED TO THE COOPERATIVE'S PAYMENT POLICIES IN THE TARIFF AND ANY OTHER REQUIREMENTS FOR MEMBERSHIP IN GOOD STANDING AS ESTABLISHED BY THE BOARD." THE SECTION ALSO AMENDED QUALIFICATION 5 TO STATE "HAS PRIMARY RESIDENCE FOR AT LEAST ONE YEAR PRIOR TO BECOMING A DIRECTOR IN A COUNTY AND WITHIN TWO (2) MILES OF THE COOPERATIVE'S CERTIFICATED SERVICE TERRITORY IN THE CORRESPONDING DISTRICT THAT IS SERVED TOTALLY OR PARTIALLY BY THE COOPERATIVE. PRIMARY RESIDENCE SHALL BE DETERMINED BASED ON FACTORS INCLUDING, BUT NOT LIMITED TO, REAL PROPERTY RIGHTS, HOMESTEAD EXEMPTION, ELECTRICITY USAGE PATTERNS, VOTER REGISTRATION LOCATION, TIME SPENT AT RESIDENCE AND ADDRESS ON A DRIVER'S LICENSE." SECTION 3. NOMINATIONS FOR DIRECTOR CANDIDATE, AMENDED PART C. APPOINTMENT OF COMMITTEE, TO STATE THERE SHOULD BE NO MORE THAN NINE (9) MEMBERS, INSTEAD OF THE PRIOR ELEVEN (11). "NO OFFICER, DIRECTOR, OR RELATED PERSON AS DEFINED IN THE BOARD POLICY 203 SHALL BE APPOINTED A MEMBER OF SUCH COMMITTEE" WAS DELETED. SECTION 5. REMOVAL OF DIRECTORS AND DISQUALIFICATION, AMENDED PART A. REMOVAL BY MEMBERS, TO STATE NOT MORE THAN ONCE DURING ANY TWELVE MONTH PERIOD, ANY MEMBER MAY BRING ONE OR MORE CHARGES FOR CAUSE AGAINST A DIRECTOR AND MAY REQUEST THE REMOVAL OF SUCH DIRECTOR BY REASON THEREOF BY FILING WITH THE SECRETARY SUCH CHARGES IN WRITING TOGETHER WITH A PETITION SIGNED BY NOT LESS THAN TEN (10%) PERCENT OF THE TOTAL MEMBERSHIP OF THE COOPERATIVE, WHICH PETITION CALLS FOR A SPECIAL MEMBER MEETING, THE STATED PURPOSE OF WHICH SHALL BE TO HEAR AND ACT ON SUCH CHARGES, AND SPECIFIES THE PLACE, TIME AND DATE THEREOF NOT LESS THAN FORTY (40) DAYS AFTER FILING OF SUCH PETITION, OR WHICH REQUESTS THAT THE MATTER BE ACTED UPON AT THE SUBSEQUENT ANNUAL MEMBER MEETING IF SUCH MEETING WILL BE HELD NO SOONER THAN FORTY (40) DAYS AFTER THE FILING OF SUCH PETITION." PART B. DIRECTOR DISQUALIFICATION, WAS AMENDED TO STATE "IF A DIRECTOR DOES NOT COMPLY WITH ANY DIRECTOR QUALIFICATION AT THE TIME OF HIS OR HER MOST RECENT QUALIFICATION TO BE PLACED ON THE BALLOT FOR ELECTION OR WAS FOUND BY A VOTE OF AT LEAST TWO THIRDS (2/3) OF THE OTHER DIRECTORS TO BE UNQUALIFIED, TO HAVE BREACHED A FIDUCIARY DUTY OR OTHER LEGAL DUTY..." ADDITIONALLY, THE SECTION WAS AMENDED TO STATE THAT IF, AS THE RESULT OF ARBITRATION, THE ARBITRATOR FINDS THAT A DIRECTOR IS NOT QUALIFIED, THE DIRECTOR SHALL BE REMOVED FROM THE OFFICE." SECTION 6. VACANCIES, WAS AMENDED TO STATE THAT IF A VACANCY OCCURS IN THE BOARD OF DIRECTORS, ONE METHOD TO FILL THAT VACANCY IS BY A TWO THIRDS (2/3) VOTE OF THE REMAINING DIRECTORS INSTEAD OF A "MAJORITY VOTE OF THE REMAINING DIRECTORS". SECTION 7. COMPENSATION, WAS AMENDED TO STATE "DIRECTORS SHALL BE PROVIDED ACCIDENT AND MEDICAL INSURANCE, OR ITS EQUIVALENT, AS APPROVED BY THE BOARD OF DIRECTORS." A COMPLETE COPY OF THE BYLAWS CAN BE FOUND ON THE COOPERATIVE'S WEBSITE: HTTPS://BLUEBONNET.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. DISPOSAL OF A SUBSTANTIAL PORTION OF THE COOPERATIVE'S ASSETS 4. AMENDMENT TO THE ARTICLES OF INCORPORATION |
| 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 COMPLETE COPY OF THE FORM 990 TO ALL BOARD MEMBERS FOR DISCUSSION AND REVIEW PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | BOARD MEMBERS, OFFICERS, AND EMPLOYEES OF THE COOPERATIVE ARE REQUIRED TO REVIEW AND BE FAMILIAR WITH THE POLICIES OUTLINED IN THE COOPERATIVE'S CONFLICT OF INTEREST POLICY. OFFICERS, BOARD MEMBERS AND EMPLOYEES ARE REQUIRED TO DISCLOSE ANY ACTION OR SITUATION THAT MIGHT VIOLATE THE POLICY AS SOON AS POSSIBLE. OFFICERS AND BOARD MEMBERS ARE REQUIRED TO REPORT ANY ACTION OR SITUATION TO THE ENTIRE BOARD OF DIRECTORS; EMPLOYEES ARE REQUIRED TO REPORT ANY ACTION OR SITUATION TO MANAGEMENT. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE BOARD OF DIRECTORS USE A COMPENSATION SURVEY AND INDEPENDENT COMPENSATION CONSULTANT TO COMPARE COMPENSATION REPORTED ON IRS FORMS 990 FOR OTHER ELECTRIC COOPERATIVES WHEN DETERMINING THE COMPENSATION OF THE CEO. THE SURVEY SHOWS COMPARATIVE SALARIES FOR CEO/GENERAL MANAGERS FROM COOPERATIVES LOCATED IN TEXAS AND THE NATION. INTERNAL RESOURCES ARE ALSO USED TO COMPARE COMPENSATION WITHIN THE INDUSTRY ANNUALLY. WHEN DETERMINING SALARIES FOR OTHER EMPLOYEES MEETING THE DEFINITION OF OFFICER AND HIGHLY COMPENSATED EMPLOYEE, THE CEO USES A WEB-BASED SOFTWARE THAT COLLECTS INFORMATION FROM VARIOUS INDUSTRIES, INCLUDING THE UTILITY INDUSTRY, IN DIFFERENT PARTS OF THE COUNTRY. THE AVAILABLE DATA FOR UTILITIES OF SIMILAR SIZE TO AND IN THE REGION OF THE COOPERATIVE, ALONG WITH COMPENSATION DATA OBTAINED FROM FORMS 990 OF OTHER ELECTRIC COOPERATIVES, IS USED TO SET APPROPRIATE MARKET BASED SALARIES. THIS PROCESS IS ADMINISTERED BY THE CEO AND THE HUMAN RESOURCES DEPARTMENT. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE COOPERATIVE PROVIDES A SUMMARIZED COPY OF THE AUDITED FINANCIAL STATEMENTS TO THE MEMBERS OF THE COOPERATIVE AT THE ANNUAL MEETING. THE COOPERATIVE WILL PROVIDE A COMPLETE COPY OF THE AUDITED FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, OR GOVERNING DOCUMENTS TO ANY MEMBER WHO REQUESTS A COPY. ADDITIONALLY, BYLAWS AND SUMMARIZED FINANCIAL STATEMENTS MAY ALSO BE OBTAINED THROUGH THE COOPERATIVE'S ONLINE DOCUMENT CENTER VIA ITS WEBSITE - WWW.BLUEBONNET.COOP/DOCUMENT-CENTER. |
| FORM 990, PART VII, COLUMN D: | THE COMPENSATION REPORTED FOR THE BOARD OF DIRECTORS INCLUDE HEALTH INSURANCE PREMIUMS PAID BY THE COOPERATIVE ON THEIR BEHALF. |
| 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 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 AND HIGHLY COMPENSATED EMPLOYEES ARE COMPRISED OF 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, 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 COOPERATIVE 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 REPORTS 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 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 $19,066,800 LESS: DIRECTOR FEES REPORTED ON FORMS 1099-NEC (402,772) LESS: OFFICER & KEY EMPLOYEE BENEFITS INCLUDED IN LINE 5 (1,027,130) PLUS: SALARIES AND WAGES ALLOCATED TO NONOPERATING MARGIN 132,060 PLUS: SALARIES AND WAGES REPORTED IN POWER SUPPLY 581,176 PLUS: SALARIES AND WAGES ALLOCATED TO ASSET ACCOUNTS 15,862,977 TOTAL WAGES ACCRUED AND/OR PAID $34,213,111 |
| FORM 990, PART IX, LINE 24: | ADMINISTRATIVE AND GENERAL EXPENSE IS COMPRISED OF THE FOLLOWING: OUTSIDE SERVICES EMPLOYED $ 311,308 OUTSIDE SERVICES EMPLOYED - IT 220,816 TECHNOLOGY 440,873 DUES AND SUBSCRIPTIONS 218,442 GENERAL MAINTENANCE 340,843 INSURANCE 196,357 DIRECTORS 501,602 PROPERTY TAX 317,290 PUC GROSS RECEIPTS ASSESSMENT 471,346 TRAVEL & TRANSPORTATION 217,511 EMPLOYEE PROGRAMS 116,449 TRAINING 158,736 OTHER ADMINISTRATIVE & GENERAL 160,040 SALARIES & BENEFITS 6,937,801 TOTAL ADMIN & GENERAL EXP PER FINANCIAL STATEMENTS $10,609,414 LESS: RECLASS OF DONATIONS TO PART IX, LINE 1 (300,196) LESS: RECLASS OF DIRECTOR FEES TO PART IX, LINE 5 (402,772) LESS: RECLASS OF LABOR TO PART IX, LINES 5 & 7 (1,991,392) LESS: RECLASS OF BENEFITS TO PART IX, LINES 8-10 (4,717,031) TOTAL ADMIN & GENERAL EXPENSE PER FORM 990, PART IX $ 3,198,023 |
| 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 MARGINS 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 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 COOPERATIVE'S 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 XI, LINE 9: | PATRONAGE CAPITAL ALLOCATED OR TO BE ALLOCATED 33,516,581. PATRONAGE CAPITAL RETIRED - TOTAL -7,071,221. NET DECREASE IN MEMBERSHIPS -28,180. OTHER COMPREHENSIVE INCOME(LOSS) PROVISION FOR PENSIONS AND BENEFITS 2,179,455. EQUITY METHOD INCOME(LOSS) FROM INVESTMENT IN SUBSIDIARY -894. |
| 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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