| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 1A | THE COOPERATIVE HAS 9 BOARD MEMBERS; ALL 9 ARE ALLOWED TO VOTE, HOWEVER THE BOARD PRESIDENT VOTES ONLY IN THE CASE OF A TIE. |
| 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 2. QUALIFICATIONS AND TENUE, WAS AMENDED TO STATE "AT EACH ANNUAL MEMBERS' MEETING, ONE DIRECTOR SHALL BE ELECTED FROM EACH OF THREE (3) DISTRICTS IN WHICH THE TERM OF DIRECTOR FOR SUCH DISTRICT THAT YEAR EXPIRES. SUCH DISTRICTS SHALL BE DETERMINED AND DEFINED BY THE BOARD OF DIRECTORS PRIOR TO THE SELECTION OF A NOMINATING COMMITTEE EACH DIRECTOR ELECTED AT ANY ANNUAL MEETING, SHALL SERVE FOR A TERM OF THREE (3) YEARS, OR UNTIL HIS OFFICE IS DECLARED VACANT AS PROVIDED BY THESE BYLAWS. NO MEMBER SHALL BE ELIGIBLE TO BECOME OR REMAIN A DIRECTOR OR TO HOLD ANY POSITION OF TRUST IN THE COOPERATIVE WHO: - IS NOT A BONA FIDE RESIDENT IN THE TERRITORY WHICH THEY ARE TO REPRESENT, OR - IS IN ANY WAY EMPLOYED BY OR FINANCIALLY INTERESTED IN AN ENTERPRISE OR BUSINESS SELLING ELECTRIC ENERGY OR SUPPLIES, OR - IS A RELATIVE, SPOUSE (OR INDIVIDUALS LIVING TOGETHER IN CONJUGAL RELATIONSHIPS), PARENT, STEPPARENT, OR PARENTS-IN-LAW; CHILDREN BY BLOOD OR ADOPTION; HALF OR FULL BROTHERS AND SISTERS, BY BLOOD, STEP, OR IN-LAW RELATIONSHIP; AUNTS, UNCLES, NIECES OR NEPHEWS, BY BLOOD OR IN-LAW RELATIONSHIP; GRANDPARENTS OR GRANDCHILDREN, BY BLOOD OR IN-LAW RELATIONSHIP; AND ANY OTHER PERSON WHO IS BY BLOOD, ADOPTION, OR OTHERWISE KIN TO AND/OR A MEMBER OF THE HOUSEHOLD OF A WCEC DIRECTOR OR EMPLOYEE, OR - HAS BEEN OR HAS A RELATIVE (AS DESCRIBED ABOVE) WHO WAS EMPLOYED BY OR FINANCIALLY INTERESTED IN AN ENTERPRISE OR BUSINESS SELLING ELECTRIC ENERGY OR SUPPLIES WITHIN 60 MONTHS PRIOR TO BEING NOMINATED TO RUN FOR THE BOARD OF DIRECTORS. - NO PERSON SHALL TAKE OR HOLD OFFICE AS A DIRECTOR WHO IS AN ELECTED OFFICIAL TO WHOM A SALARY IS PAID. WHEN A MEMBERSHIP IS HELD JOINTLY, A HUSBAND AND WIFE, EITHER ONE, BUT NOT BOTH, MAY BE ELECTED A DIRECTOR PROVIDED, HOWEVER, THAT NEITHER ONE SHALL BE ELIGIBLE TO BECOME OR REMAIN A DIRECTOR NOR TO HOLD A POSITION OF TRUST IN THE COOPERATIVE UNLESS BOTH SHALL MEET THE QUALIFICATIONS HEREINAFTER SET FORTH. NOTHING IN THIS SECTION CONTAINED SHALL OR SHALL BE CONSTRUCTED TO AFFECT IN ANY MANNER WHATSOEVER THE VALIDITY OF ANY ACTION TAKEN AT ANY MEETING OF THE BOARD OF DIRECTORS. NO DIRECTOR FROM ANY DISTRICT SHALL SERVE CONTINUALLY IN EXCESS OF TWELVE YEARS, OR FOUR SUCCESSIVE TERMS OF THREE YEARS EACH. AFTER BEING OUT OF OFFICE FOR ONE TERM OR THREE YEARS, A MEMBER WHO HAS SERVED ONE, TWO, THREE, OR FOUR TERMS MAY BE ELECTED AGAIN." A COMPLETE COPY OF THE BYLAWS CAN BE FOUND ON THE COOPERATIVE'S WEBSITE: HTTPS://WWW.MYWCEC.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 | IN ADDITION TO BOARD OF DIRECTOR ELECTIONS, THE FOLLOWING ACTS REQUIRE APPROVAL OF THE MEMBERS OF THE COOPERATIVE: 1. AMENDMENT TO THE ARTICLES OF INCORPORATION 2. DISPOSAL OF A SUBSTANTIAL PORTION OF THE COOPERATIVE'S ASSETS 3. MERGER OR CONSOLIDATION OF THE COOPERATIVE WITH ANOTHER ORGANIZATION 4. DISSOLUTION/LIQUIDATION OF THE COOPERATIVE |
| 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. |
| FORM 990, PART VI, SECTION B, LINE 12C | ON AN ANNUAL BASIS, THE COOPERATIVE WILL REQUIRE THE BOARD OF DIRECTORS AND OFFICERS TO COMPLETE AND SIGN A CONFLICT OF INTEREST CERTIFICATION AND DISCLOSURE FORM. DIRECTORS AND 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 USE THE EXPERTISE OF A COMPENSATION SURVEY AND COMPARE COMPENSATION REPORTED ON OTHER COOPERATIVE'S IRS FORMS 990 WHEN DETERMINING THE COMPENSATION OF THE GENERAL MANAGER. THE SURVEY SHOWS COMPARATIVE SALARIES FOR GENERAL MANAGERS FROM SIMILARLY SITUATED COOPERATIVES LOCATED IN TEXAS. THE BOARD AND THE GENERAL MANAGER USE THE EXPERTISE OF A COMPENSATION SURVEY WHEN DETERMINING THE COMPENSATION OF THE COOPERATIVE'S OTHER EMPLOYEES MEETING THE DEFINITION OF OFFICER. THE SURVEY INCLUDES SALARIES FROM SIMILARLY SITUATED COOPERATIVES THROUGHOUT TEXAS. |
| 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 COPY OF THE AUDITED BALANCE SHEET AND INCOME STATEMENT TO THE MEMBERS OF THE COOPERATIVE WITH THE ANNUAL REPORT. THE ANNUAL REPORT AND 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. 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 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 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: | 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) AS 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 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 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 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, 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 $ 2,150,504 LESS: DIRECTOR FEES REPORTED ON FORMS 1099-MISC (74,775) LESS: EMPLOYEE OFFICER BENEFITS INCLUDED IN LINE 5 (235,046) PLUS: SALARIES AND WAGES ALLOCATED TO PURCHASED POWER 181,803 PLUS: SALARIES AND WAGES CAPITALIZED DIRECTLY TO PLANT 990,294 PLUS: SALARIES AND WAGES CAPITALIZED/EXPENSED INDIRECTLY THROUGH CLEARING AND OTHER ACCOUNTS 52,389 TOTAL WAGES ACCRUED AND/OR PAID $ 3,065,169 |
| FORM 990, PART IX, LINE 24: | ADMINISTRATIVE & GENERAL EXPENSE IS COMPRISED OF THE FOLLOWING: ADMINISTRATIVE & GENERAL SALARIES, BENEFITS, & OTHER $ 882,265 OFFICE SUPPLIES 90,971 OUTSIDE SERVICES 62,662 INSURANCES AND DAMAGES 37,155 DUPLICATE CHARGES (CREDIT) (16,094) REGULATORY COMMISSION 80,617 MISCELLANEOUS GENERAL 630 DIRECTORS 128,636 DUES AND SUBSCRIPTIONS 37,506 ANNUAL MEETING 48,855 MAINTENANCE OF GENERAL PLANT 77,635 ADMIN & GENERAL EXP PER FINANCIAL STATEMENTS $ 1,430,838 CUSTOMER ACCOUNTS PER FINANCIAL STATEMENTS $ 219,035 CUSTOMER SERVICE AND INFORMATION PER FINANCIAL STATEMENTS 81,588 SALES PER FINANCIAL STATEMENTS 344,692 TOTAL ADMIN & GENERAL AND OTHER EXPENSES PER FINANCIAL STATEMENTS $ 2,076,153 PLUS: RECLASS OF INTERNET EXPENSES FROM NON-OPERATING REVENUE 19,301 LESS: RECLASS OF UBIT TO FORM 990, LINE 24D (35,000) LESS: RECLASS OF DONATIONS TO PART IX, LINE 1 (12,272) LESS: RECLASS OF DIRECTOR FEES TO PART IX, LINE 5 (74,775) LESS: RECLASS OF LABOR TO PART IX, LINES 5 & 7 (1,027,104) LESS: RECLASS OF BENEFITS TO PART IX, LINES 8-10 (540,400) TOTAL ADMIN & GENERAL EXPENSE PER FORM 990, PART IX $ 405,903 |
| FORM 990, PART XI, LINE 9: | PATRONAGE CAPITAL ASSIGNABLE 3,072,909. NET CHANGE IN MEMBERSHIPS 75. DONATED CAPITAL 5,288. |
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