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 1A | THE COOPERATIVE HAS 9 BOARD MEMBERS; ALL 9 ARE ALLOWED TO VOTE, HOWEVER THE BOARD CHAIRMAN VOTES ONLY IN THE CASE OF A TIE. |
| FORM 990, PART VI, SECTION A, LINE 2 | BUSINESS RELATIONSHIP: ALAN HUNNICUTT (DIRECTOR) AND KRISTY NOBLE-TESCH (DIRECTOR) SHARE A BUSINESS RELATIONSHIP. ROBERT BOAZ (PRESIDENT/CEO) AND ALAN HUNNICUTT (DIRECTOR) BOTH SERVE ON THE BOARD OF ARKANSAS ELECTRIC COOPERATIVE CORPORATION AT THE REQUEST OF AND FOR THE BENEFIT OF THE COOPERATIVE. ROBERT BOAZ (PRESIDENT/CEO) AND CARLA HATHORN (DIRECTOR) BOTH SERVE ON THE BOARD OF ARKANSAS ELECTRIC COOPERATIVE, INC. AT THE REQUEST OF AND FOR THE BENEFIT OF THE COOPERATIVE. |
| 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 II - OFFICIAL BUSINESS OF THE MEMBERSHIP SECTION 2. QUORUM, WAS AMENDED TO STATE "UNLESS OTHERWISE SPEICIFIED HEREIN, FOUR PERCENT OF THE COOPERATIVE'S MEMBERSHIP ON THE DAY OF RECORD, CASTING A BALLOT OR EXERCISING A PROXY, SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF OFFICIAL BUSINESS." ARTICLE III - BOARD MEMBERS SECTION 2. QUALIFICATIONS, WAS AMENDED TO STATE "TO BECOME OR REMAIN A DIRECTOR AN INDIVIDUAL MUST AT THE TIME OF APPLICATION AND THEREAFTER...(C) NOT RECEIVE SUBSTANTIAL INCENTIVES THROUGH INVESTMENTS, EMPLOYMENT, CONTRACTING, OR SERVICES FROM A COMPETING ENTERPRISE OR AN UNAFFILIATED ENTERPRISE SUBSTANTIALLY ENGAGED IN SELLING ELECTRIC ENERGY OR PRODUCTS WHICH GENERATE OR STORE ELECTRICITY, TO THE COOPERATIVE OR TO ITS MEMBERS". SECTION 4. NOMINATIONS, AMENDED PART (A) TO STATE "A NOMINATING COMMITTEE CONSISTING OF MEMBERS OF THE COOPERATIVE SHALL BE APPOINTED BY THE COOPERATIVE. EACH COMMITTEE MEMBER SHALL...II. NOT RECEIVE SUBSTANTIAL INCENTIVES THROUGH INVESTMENTS, EMPLOYMENT, CONTRACTING, OR SERVICES FROM A COMPETING ENTERPRISE OR AN UNAFFILIATED ENTERPRISE SUBSTANTIALLY ENGAGED IN SELLING ELECTRIC ENERGY OR PRODUCTS WHICH GENERATE OR STORE ELECTRICITY, TO THE COOPERATIVE OR TO ITS MEMBERS". ARTICLE IV - MEETINGS OF DIRECTORS SECTION 2. SPECIAL MEETINGS, WAS AMENDED TO STATE "SPECIAL MEETINGS OF THE BOARD OF DIRECTORS MAY BE CALLED BY THE CHAIRMAN OF THE BOARD, THE PRESIDENT/CHIEF EXECUTIVE OFFICER, OR BY ANY THREE DIRECTORS. NOTICE OF SPECIAL MEETINGS SHALL BE DELIVERED TO EACH DIRECTOR AND SHALL BE CONSIDERED RECEIVED ONCE NOTICE IS CONFIRMED BY THE DIRECTOR OR IN THE ABSENCE OF CONFIRMATION, THREE DAYS AFTER AN ELECTRONIC NOTICE IS SENT OR FIVE DAYS AFTER THE NOTICE IS DEPOSITED IN THE UNITED STATES MAIL. THE PERSON OR PERSONS AUTHORIZED TO CALL SPECIAL MEETINGS OF THE BOARD OF DIRECTORS MAY FIX THE TIME AND PLACE FOR THE SPECIAL MEETINGS OR ALTERNATIVELY, MAY BRIEF THE PURPOSE OF THE SPECIAL MEETING AND CALL FOR ACTION BY THE BOARD OF DIRECTORS THROUGH PERSONAL OR ELECTRONIC RESPONSE. ONCE NOTICE REQUIREMENTS ARE SATISFIED AND UNLESS ANY THREE DIRECTORS REQUEST A CONCURRENT VIRTUAL OR IN-PERSON MEETING TO ENABLE DISCUSSION, DIRECTORS ACTING THROUGH PERSONAL OR ELECTRONIC RESPONSE SHALL BE CONSIDERED PRESENT FOR THE ESTABLISHMENT OF A QUORUM AND VOTING." SECTION 3 WAS REMOVED, MOVING THE PRIOR SECTION 4 TO SECTION 3, AND SO ON. ARTICLE VII - DISPOSITION OF PROPERTY, WAS AMENDED TO STATE: "SECTION 1. GENERAL. THE DISPOSITION OF PROPERTY IN THE NORMAL COURSE OF BUSINESS SHALL BE CONTROLLED BY THE DELEGATED AUTHORITY CONFERRED TO THE BOARD OF DIRECTORS IN ARK. CODE ANN. 23-18-301 ET SEQ. SECTION 2. SPECIFIC UTILITY PLANT. THE BOARD OF DIRECTORS MAY AUTHORIZE THE DISPOSAL OF SPECIFIED PROPERTY NEEDED TO SUPPLY ELECTRICITY TO SPECIFIC MEMBERS IF SO REQUIRED BY ARK. CODE ANN. 14-207-101 ET SEQ. SECTION 3. CONSOLIDATION. THE DISPOSITION OR TRANSFER OF PROPERTY THROUGH MERGER OR CONSOLIDATION WITH ANOTHER ELECTRIC COOPERATIVE SHALL REQUIRE AN UNDERTAKING OF DUE DILIGENCE DIRECTED BY THE BOARD OF DIRECTORS AND CONFORM TO ARK. CODE ANN. 23-18-324. IF, AFTER A SATISFACTORY EVALUATION, THE MATTER IS REFERRED TO THE MEMBERSHIP BY THE BOARD OF DIRECTORS, THE TRANSACTION SHALL BE AUTHORIZED UPON A MAJORITY VOTE OF THE MEMBERS PRESENT AT AN ANNUAL OR SPECIAL MEETING AND FINALIZED WHEN APPROVED BY THE ARKANSAS PUBLIC SERVICE COMMISSION OR OTHER BINDING AUTHORITIES. IF THE TRANSACTION IS NOT RECOMMENDED TO THE MEMBERSHIP BY THE BOARD OF DIRECTORS, THE MEMBERSHIP VOTE ON THE MATTER SHALL REQUIRE A QUORUM OF THIRTY-THREE (33) PERCENT OF THE MEMBERS AT THE TIME OF THE NOTICE OF THE MEETING. SECTION 4. ACQUISITION. THE DISPOSITION OF PROPERTY THROUGH SALE, LEASE, LEASE-SALE, EXCHANGE, OR OTHER TRANSFER OF ALL OR A SUBSTANTIAL PORTION OF THE COOPERATIVE'S ASSETS TO ANY OTHER ENTITY SHALL REQUIRE AN UNDERTAKING OF DUE DILIGENCE, FUNDED ENTIRELY BY THE ACQUIRING PARTY, AS DIRECTED BY THE BOARD OF DIRECTORS AND SHALL CONFORM TO THE TERMS OF THE JANUARY 2, 1996, FIRST REFUSAL AGREEMENT BETWEEN THE COOPERATIVE AND OTHER PARTICIPATING ELECTRIC COOPERATIVE ENTITIES AND ARK. CODE ANN. 23-18-325. IF, AFTER A SATISFACTORY EVALUATION, THE MATTER IS REFERRED TO THE MEMBERSHIP BY THE BOARD OF DIRECTORS, THE TRANSACTION SHALL BE AUTHORIZED UPON A MAJORITY VOTE OF THE MEMBERS PRESENT AT AN ANNUAL OR SPECIAL MEETING AND FINALIZED WHEN APPROVED BY THE ARKANSAS PUBLIC SERVICE COMMISSION OR OTHER BINDING AUTHORITIES. IF THE TRANSACTION IS NOT RECOMMENDED TO THE MEMBERSHIP BY THE BOARD OF DIRECTORS, THE MEMBERSHIP VOTE ON THE MATTER SHALL REQUIRE A QUORUM OF THIRTY-THREE (33) PERCENT AND SHALL REMAIN SUBJECT TO THE TERMS OF THE JANUARY 2, 1996, FIRST REFUSAL AGREEMENT BETWEEN THE COOPERATIVE AND OTHER PARTICIPATING ELECTRIC COOPERATIVE ENTITIES AND ARK. CODE ANN. 23-18-325." A COMPLETE COPY OF THE BYLAWS CAN BE FOUND ON THE COOPERATIVE'S WEBSITE: HTTPS://WWW.CARROLLECC.COM/COOPERATIVE-MISSION. |
| 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 VIA UNITED STATES MAIL ON A ONE MEMBER ONE VOTE BASIS. MEMBERS COMPLETE AND RETURN WRITTEN BALLOTS IN A SEALED ENVELOPE ADDRESSED TO THE SECRETARY OF THE COOPERATIVE. |
| 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 AND PAID PREPARER REVIEW DRAFTS OF FORM 990 PRIOR TO E-FILING. BOARD REVIEWS ANNUAL FILINGS AT MONTHLY MEETINGS. |
| FORM 990, PART VI, SECTION B, LINE 12C | OFFICIALS MUST COMPLETE AND SIGN A CONFLICT OF INTEREST CERTIFICATION AND DISCLOSURE FORM ATTACHED TO THE CONFLICT OF INTEREST POLICY. EACH OFFICIAL IS RESPONSIBLE FOR ENSURING THAT THE FORM IS KEPT CURRENT AND MUST IMMEDIATELY SUBMIT AN UPDATED FORM TO THE APPROPRIATE ETHICS COMMITTEE IF THERE IS ANY MATERIAL CHANGE TO ANY OF THE INFORMATION CONTAINED IN THE FORM. PER THE POLICY DEFINITION, OFFICIAL MEANS A DIRECTOR, OFFICER, AN EMPLOYEE WHO IS RESPONSIBLE FOR THE PROCUREMENT OF GOODS AND SERVICES INCLUDING THE SELECTION, AWARD, OR ADMINISTRATION OF CONTRACTS DURING NORMAL OR EMERGENCY SITUATIONS, OR KEY EMPLOYEE AS DEFINED BY THE INTERNAL REVENUE SERVICE. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE BOARD OF DIRECTORS USE A COMPENSATION SURVEY AND COMPARE COMPENSATION REPORTED ON OTHER COOPERATIVES' IRS FORMS 990 WHEN DETERMINING THE COMPENSATION OF THE PRESIDENT/CEO. THE SURVEY SHOWS COMPARATIVE SALARIES FOR PRESIDENTS/CEOS FROM SIMILARLY SITUATED COOPERATIVES LOCATED IN ARKANSAS AND THE NATION. THE BOARD AND THE PRESIDENT/CEO USE A COMPENSATION SURVEY AND COMPARE COMPENSATION REPORTED ON OTHER COOPERATIVES' IRS FORMS 990 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 ARKANSAS AND THE NATION. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ARTICLES OF INCORPORATION AND THE BYLAWS OF THE COOPERATIVE ARE PROVIDED IN WRITTEN OR ELECTRONIC FORM UPON REQUEST. THE BYLAWS ARE AVAILABLE ON THE COOPERATIVE'S WEBSITE. THE ANNUAL FINANCIAL REPORT IS DISTRIBUTED TO ALL MEMBERS IMMEDIATELY PRIOR TO THE ANNUAL MEETING OF THE MEMBERS. ANY MEMBER, UPON REQUEST, IS PROVIDED A COMPLETE COPY OF THE COOPERATIVE'S AUDIT REPORT. |
| FORM 990, PART VIII, LINE 2B: | 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 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: | THE ACCOUNTING RECORDS OF THE COOPERATIVE 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, 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 $20,359,844 LESS: DIRECTOR FEES REPORTED ON FORMS 1099-NEC (331,317) PLUS: DIRECTOR RETIREMENT BENEFITS INCLUDED IN LINE 5 (278) LESS: OFFICER BENEFITS REPORTED ON LINE 5 (775,273) PLUS: SALARIES AND WAGES CAPITALIZED DIRECTLY TO PLANT 8,023,505 PLUS: SALARIES AND WAGES CAPITALIZED/EXPENSED INDIRECTLY THROUGH CLEARING AND OTHER ACCOUNTS 2,022,461 TOTAL WAGES ACCRUED AND/OR PAID: $29,298,942 |
| FORM 990, PART IX, LINE 24: | ADMINISTRATIVE AND GENERAL EXPENSE IS COMPRISED OF THE FOLLOWING: ADMINISTRATIVE & GENERAL SALARIES, BENEFITS, & OTHER $ 5,100,990 OFFICE SUPPLIES 1,290,928 OUTSIDE SERVICES 222,511 PENSION & BENEFITS 1,925,518 REGULATORY COMMISION 405,854 DUPLICATE CHARGES (CREDIT) (195,124) MISCELLANEOUS GENERAL 4,502,296 DIRECTORS 387,355 MAINTENANCE OF GENERAL PLANT 3,184,324 TOTAL ADMIN & GENERAL EXP PER FINANCIAL STATEMENTS $16,824,652 LESS: RECLASS OF DONATIONS TO PART IX, LINE 1 (20,092) LESS: RECLASS OF DIRECTOR FEES TO PART IX, LINE 5 (331,595) LESS: RECLASS OF LABOR TO PART IX, LINES 5 & 7 (5,889,753) LESS: RECLASS OF BENEFITS TO PART IX, LINES 8-10 (3,113,033) TOTAL ADMIN & GENERAL EXPENSE PER FORM 990, PART IX $ 7,470,179 |
| 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 IX, LINE 24E: | OTHER EXPENSES ARE COMPRISED OF THE FOLLOWING: CUSTOMER ACCOUNTS $ 1,876,160 CUSTOMER SERVICE AND INFORMATION 955,415 OTHER DEDUCTIONS (3,551) TOTAL OTHER EXPENSES PER FORM 7 $ 2,828,024 LESS: CUSTOMER ACCOUNTS LABOR AND BENEFITS (1,633,739) LESS: CUSTOMER SERVICE & INFORMATION LABOR AND BENEFITS (726,232) TOTAL OTHER EXPENSES PER FORM 990, PART IX $ 468,053 |
| FORM 990, PART XI, LINE 9: | NET CHANGE IN MEMBERSHIPS 48,171. PATRONAGE CAPITAL ALLOCATED OR TO BE ALLOCATED 4,566,255. PATRONAGE CAPITAL RETIRED - DECLARED -2,671,760. PATRONAGE CAPITAL RETIRED - DISCOUNT 24,540. UNCLAIMED PATRONAGE RETIREMENTS RETAINED PER STATE LAW 1,802,867. OTHER COMPREHENSIVE INCOME(LOSS) 793,880. |
| FORM 990, PART XII, LINE 2B: | AUDITED FINANCIAL STATEMENTS WERE PREPARED BY AN INDEPENDENT ACCOUNTANT FOR THE COOPERATIVE'S FINANCIAL STATEMENT AUDIT YEAR END OF FEBRUARY 28TH. THE TAX RETURN HAS BEEN AND CONTINUES TO BE PREPARED BASED ON A CALENDAR TAX YEAR END OF DECEMBER 31. |
| 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. |
| Software ID: | |
| Software Version: |