| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 4 | APPROVAL OF AMENDED AND RESTATED ARTICLES OF INCORPORATION AND RESTATED BYLAWS REQUIRED APPROVAL BY MEMBERS AND WERE VOTED ON DURING THE ANNUAL MEETING HELD JUNE 6, 2023. SIGNIFICANT CHANGES INCLUDED: TRANSITION FROM A STOCK COOPERATIVE TO A NON-STOCK COOPERATIVE; THE CONVERSION TO A NON-STOCK COOPERATIVE WILL NOT IMPACT WHO IS ELIGIBLE FOR MEMBERSHIP, VOTING RIGHTS OF MEMBERS, CAPITAL CREDIT ALLOCATIONS OR CAPITAL CREDIT RETIREMENT. GOING FORWARD, MEMBERSHIP WILL BE REFLECTED IN THE RECORDS OF THE COOPERATIVE AND MEMBERS WILL NO LONGER BE ISSUED STOCK. JOINT MEMBERSHIP - INDIVIDUALS WHO OTHERWISE ARE ELIGIBLE FOR MEMBERSHIP AND ARE IN A LEGALLY RECOGNIZED RELATIONSHIP WILL BE PERMITTED TO BE JOINT MEMBERS, AND EITHER MEMBER MAY CAST A VOTE FOR THE JOINT MEMBERSHIP. THE AMENDMENTS ALLOW THE BOARD OF DIRECTORS TO CONDUCT MEMBER VOTING BY MAIL OR ELECTRONIC BALLOT TO PROVIDE ADDITIONAL VOTING FLEXIBILITY FOR MEMBERS IN THE FUTURE. REMOVE THE LANGUAGE PERMITTING NOMINATIONS FOR DIRECTOR POSITIONS FROM THE FLOOR AT THE ANNUAL MEETING, AND ADDS A PETITION PROCESS FOR MEMBERS TO MAKE NOMINATIONS FOR DIRECTOR ELECTIONS. THESE AMENDMENTS DO NOT AFFECT THE CURRENT NOMINATING COMMITTEE PROCESS FOR DIRECTOR NOMINATIONS. REMOVE THE SPECIFIC DESCRIPTIONS FROM THE BYLAWS, INSTEAD ALLOWING THE BOARD OF DIRECTORS TO RECONSIDER AND REVISE THE DISTRICTS PERIODICALLY TO ENSURE APPROPRIATE MEMBER REPRESENTATION IN EACH DISTRICT. REVISE THE COMPLEX CAPITAL CREDIT ALLOCATION LANGUAGE TO BETTER ALIGN WITH HOW CAPITAL CREDITS ARE CURRENTLY ALLOCATED AND REMOVE OUTDATED LANGUAGE THAT IS NO LONGER NECESSARY. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE COMPANY IS A MEMBER OWNED COOPERATIVE. |
| FORM 990, PART VI, SECTION A, LINE 7A | AT THE ANNUAL MEETING 3 DIRECTORS ARE ELECTED ANNUALLY TO 3 YEAR TERMS. NO ABSENTEE BALLOTS ARE ALLOWED. ALL MEMBERS CAN VOTE IF PRESENT AT THE ANNUAL MEETING. |
| FORM 990, PART VI, SECTION A, LINE 8B | THERE ARE NO COMMITTEES WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. |
| FORM 990, PART VI, SECTION B, LINE 11B | ALL BOARD MEMBERS RECEIVED AN ELECTRONIC VERSION OF FORM 990 BEFORE IT WAS FILED. |
| FORM 990, PART VI, SECTION B, LINE 12C | CORPORATE COUNCIL REVIEWS THE CONFLICT OF INTEREST POLICY AT THE ORGANIZATIONAL MEETING WITH THE ENTIRE BOARD OF DIRECTORS. ALL DIRECTORS, OFFICERS, AND EMPLOYEES ARE COVERED BY THE CONFLICT OF INTEREST POLICY. ANY POTENTIAL CONFLICTS THAT ARISE ARE REVIEWED BY THE BOARD OF DIRECTORS, GENERAL MANAGER, AND LEGAL COUNSEL. IF CONFLICTS ARE DETERMINED TO EXIST, THE VIOLATION MAY RESULT IN A DISCIPLINARY HEARING WITH THE GENERAL MANAGER, AND POSSIBLE EXPULSION. THE ORGANIZATION DOCUMENTS ANY PROCEEDINGS DURING THE HEARING PROCESS. |
| FORM 990, PART VI, SECTION B, LINE 15 | FORM 990, PART VI, SECTION B, LINE 15A: THE BOARD OF DIRECTORS AS THE GOVERNING BODY & CORPORATE COUNCIL CONDUCT A PERFORMANCE AND COMPENSATION REVIEW OF THE GM. COMPENSATION WAS SET BY THE BOARD OF DIRECTORS BASED ON A PERFORMANCE REVIEW AND NATIONAL COMPENSATION SURVEYS. COMPENSATION FIGURES WERE PROVIDED TO THE FINANCE DEPARTMENT. FORM 990, PART VI, SECTION B, LINE 15B: COMPENSATION WAS SET BY THE GM BASED ON A NATIONAL COMPENSATION SURVEY. A VERBAL REVIEW WAS PROVIDED TO THE BOARD OF DIRECTORS AS THE GOVERNING BODY. COMPENSATION FIGURES WERE PROVIDED TO THE FINANCE DIVISION. THE PROCESSES DESCRIBED HERE WERE LAST COMPLETED IN 2023. |
| FORM 990, PART VI, SECTION C, LINE 19 | GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART IX, LINE 4: | THE IRS INSTRUCTIONS STATE THAT PATRONAGE DIVIDENDS PAID BY SECTION 501(C)(12) ORGANIZATIONS TO THEIR MEMBERS SHOULD BE REPORTED ON LINE 4. THE ORGANIZATION HAS INTERPRETED PATRONAGE DIVIDENDS PAID TO MEAN PATRONAGE DIVIDENDS ALLOCATED OR TO BE ALLOCATED FOR THE CURRENT YEAR. SINCE THIS ALLOCATION IS NOT AN EXPENSE UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP), THIS HAS RESULTED IN A RECONCILING ITEM TO NET ASSETS IN PART XI ON PAGE 12 OF THE FORM 990 AND IN PART XII ON SCHEDULE D. |
| FORM 990, PART XI, LINE 9: | PATRONAGE DIVIDENDS ALLOCATED 5,367,927. CAPITAL CREDITS RETIRED -1,981,172. ESTATE SETTLEMENTS -116,256. MEMBERSHIP CHANGES -17,346. NET GAIN ON AVAILABLE FOR SALE SECURITIES 393,901. |
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