| Return Reference | Explanation |
|---|---|
| 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 III - DIRECTORS SECTION 12. REMOVAL OF DIRECTORS, AMENDED SECTION (B) REMOVAL BY THE BOARD, TO STATE "THE BOARD MAY REMOVE A DIRECTOR FOR CAUSE ONLY AS PROVIDED IN THIS SECTION. THE BOARD WILL HAVE AN ETHICS/DISCIPLINE COMMITTEE OF TWO DISINTERESTED DIRECTORS WITH THE BOARD CHAIRMAN AS THE THIRD MEMBER OF THE COMMITTEE. ONLY DISINTERESTED DIRECTORS CAN SERVE ON THE ETHICS/DISCIPLINE COMMITTEE, INCLUDING THE BOARD CHAIRMAN." ARTICLE V - OFFICERS SECTION 5. CHAIRMAN, WAS AMENDED TO STATE "THE CHAIRMAN (A) SHALL BE THE PRINCIPAL EXECUTIVE OFFICER OF THE COOPERATIVE AND, UNLESS OTHERWISE DETERMINED BY THE MEMBERS OF THE BOARD OF DIRECTORS, SHALL PRESIDE AT ALL MEETINGS OF THE MEMBERS AND THE BOARD OF DIRECTORS; (B)MAY SIGN ANY DEEDS, MORTGAGES, DEEDS OF TRUST, NOTES, BONDS, CONTRACTS OR OTHER INSTRUMENTS AUTHORIZED BY THE BOARD OF DIRECTORS TO BE EXECUTED, EXCEPT IN CASES IN WHICH THE SIGNING AND EXECUTION THEREOF SHALL BE EXPRESSLY DELEGATED BY THE BOARD OF DIRECTORS OR BY THESE BYLAWS, TO SOME OTHER OFFICE OR AGENT OF THE COOPERATIVE, OR SHALL BE REQUIRED BY LAW TO BE OTHERWISE SIGNED OR EXECUTED; AND (C)SHALL IN GENERAL PERFORM ALL DUTIES INCIDENT TO THE OFFICE OF CHAIRMAN AND SUCH OTHER DUTIES AS MAY BE PRESCRIBED BY THE BOARD OF DIRECTORS FROM TIME TO TIME." SECTION 7. SECRETARY, AMENDED PART (C) TO STATE "THE SAFEKEEPING OF THE CORPORATE BOOKS AND RECORDS AND THE SEAL OF THE COOPERATIVE AND AFFIXING THE SEAL OF THE COOPERATIVE DOCUMENTS, THE EXECUTION OF WHICH ON BEHALF OF THE COOPERATIVE UNDER ITS SEAL IS DULY AUTHORIZED IN ACCORDANCE WITH THE PROVISIONS OF THESE BYLAWS". THE SECTION REMOVED THE PRIOR PART (E) AND RE-NUMBERED THE REMAINING ITEMS. SECTION 11. COMPENSATION, WAS REMOVED FROM THE BYLAWS, MAKING THE NEW SECTION 11. REPORTS. ARTICLE VII - MEMBERSHIP CERTIFICATES SECTION 1. CERTIFICATES OF MEMBERSHIP, WAS AMENDED TO REMOVE THE LAST SENTENCE "SUCH CERTIFICATE SHALL BE SIGNED BY THE CHAIRMAN AND BY THE SECRETARY OF THE COOPERATIVE AND THE CORPORATE SEAL SHALL BE AFFIXED THERETO." ARTICLE VIII - NON-PROFIT OPERATION SECTION 2. AMENDED THE TITLE TO "PATRONAGE CAPITAL IN CONNECTION WITH FURNISHING COOPERATIVE SERVICES TO MEMBERS" THROUGHOUT THE BYLAWS, THE WORDING WAS AMENDED FROM "PERSON, FIRM, CORPORATION, OR BODY POLITIC" TO "PERSON OR FIRM" AS WELL AS AMENDING "PATRONS" TO "MEMBERS". A COMPLETE COPY OF THE BYLAWS CAN BE FOUND ON THE COOPERATIVE'S WEBSITE: HTTPS://WWW.BANDERAELECTRIC.COM. |
| 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 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 | ANNUALLY, THE COOPERATIVE REQUIRES ALL DIRECTORS, OFFICERS, AND MANAGEMENT TO CERTIFY, VIA A SIGNED CERTIFICATE OF COMPLIANCE, THAT THEY HAVE COMPLIED WITH THE CODE OF ETHICS AND ARE NOT AWARE OF ANY UNREPORTED VIOLATIONS OF THE POLICY THAT MAY HAVE OCCURRED. THESE ACTIONS ARE IN COMPLIANCE WITH THE COOPERATIVE'S CODE OF ETHICS POLICY, C05-4, PART II, #6. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE BOARD OF DIRECTORS UTILIZE AN INDEPENDENT COMPENSATION CONSULTANT AND COMPENSATION SURVEY WHEN DETERMINING THE COMPENSATION OF THE CEO. THE SURVEY SHOWS COMPARATIVE SALARIES FOR CEOS/ GENERAL MANAGERS FROM SIMILARLY SITUATED COOPERATIVES LOCATED IN TEXAS AND THE NATION. THE CEO UTILIZES 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 LOCATED IN TEXAS AND THE NATION. |
| 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 OF ANY SUCH DOCUMENT. THE BYLAWS AND ARTICLES OF INCORPORATION 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. 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, MEETING THE ELIGIBILITY REQUIREMENTS OF SUCH PLANS. THE COOPERATIVE ALSO PROVIDES HEALTH, DENTAL, VISION AND LIFE INSURANCE TO ALL EMPLOYEES, INCLUDING OFFICERS, THROUGH A QUALIFIED PLAN. THE AMOUNTS REPORTED ON PART VII, COLUMN (F) FOR THE OFFICERS, KEY EMPLOYEES, AND HIGHLY COMPENSATED EMPLOYEES IS 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 AN 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, 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 $11,565,554 LESS: DIRECTOR FEES REPORTED ON FORMS 1099-NEC (304,350) LESS: EMPLOYEE OFFICER AND KEY EMPLOYEE BENEFITS INCLUDED IN LINE 5 (715,271) PLUS: SALARIES AND BENEFITS ALLOCATED TO PURCHASED POWER 234,872 PLUS: SALARIES AND WAGES ALLOCATED TO NONOPERATING MARGIN 13,628 PLUS: SALARIES AND WAGES CAPITALIZED DIRECTLY TO PLANT 2,794,434 PLUS: SALARIES AND WAGES CAPITALIZED/EXPENSED INDIRECTLY THROUGH CLEARING AND OTHER ACCOUNTS 776,143 TOTAL WAGES ACCRUED AND/OR PAID $14,365,010 |
| FORM 990, PART IX, LINE 24: | ADMINISTRATIVE & GENERAL EXPENSE IS COMPRISED OF THE FOLLOWING: ADMINISTRATIVE & GENERAL SALARIES, BENEFITS, AND OTHER $ 5,508,213 OFFICE SUPPLIES 774,246 OUTSIDE SERVICES 1,410,576 INSURANCE 454,022 DIRECTORS 480,089 ADVERTISING 485,647 DUES TO ASSOCIATED ORGANIZATIONS 415,548 ANNUAL MEETING 129,611 MISCELLANEOUS GENERAL 2,298,451 REGULATORY COMMISSION 132,793 MAINTENANCE OF GENERAL PLANT 1,854,933 TOTAL ADMIN & GENERAL EXP PER FINANCIAL STATEMENTS $13,944,129 ADD: RECLASS OF DONATIONS FROM PART IX, LINE 1 6,639 LESS: RECLASS OF DIRECTOR FEES TO PART IX, LINE 5 (304,350) LESS: RECLASS OF LABOR TO PART IX, LINES 5 & 7 (4,918,395) LESS: RECLASS OF BENEFITS TO PART IX, LINES 8-10 (1,790,562) TOTAL ADMIN & GENERAL EXPENSE PER FORM 990, PART IX $ 6,937,461 |
| FORM 990, PART IX, LINE 24E: | OTHER EXPENSES IS COMPRISED OF THE FOLLOWING: CUSTOMER ACCOUNTS $ 496,268 CUSTOMER SERVICE & INFORMATION 794,207 FIBER 673,038 TRANSMISSION 498,710 OTHER DEDUCTIONS 128,700 TOTAL OTHER EXPENSES PER FORM 990, PART IX $ 2,590,923 |
| 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, BROADBAND INTERNET AND OTHER RELATED GOODS AND SERVICES 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 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 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 AND BROADBAND INTERNET GOODS AND SERVICES FROM THE COOPERATIVE FOR THE 2023 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 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. EACH GRANT, SPONSORSHIP, AND/OR DONATION MADE DURING THE YEAR WAS BELOW THE REPORTING THRESHOLD OF SCHEDULE I, PART II. |
| FORM 990, PART XI, LINE 9: | PATRONAGE CAPITAL ALLOCATED OR TO BE ALLOCATED 7,700,934. PATRONAGE CAPITAL RETIRED - TOTAL -1,092,410. PATRONAGE CAPITAL RETIRED - DISCOUNT 325,849. PATRONAGE CAPITAL RETIRED - RETAINED 433. NET CHANGE IN MEMBERSHIPS 12,600. OCI- PENSIONS AND BENEFITS -470,672. |
| 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. |
| Software ID: | |
| Software Version: |