(A) An association formed by a group of electric cooperatives that meets the requirements of Section 501(c)(6) of the Internal Revenue Code, is organized under the laws of this State and has as its purpose the representation of the interests of electric cooperatives in this State, must be subject to the requirements contained in this section.
(B) The board of trustees of the association must disclose at a location accessible and visible to its member cooperatives on its website by May fifteenth of each year, all compensation or benefits by category paid to or provided for board members during the previous calendar year. For purposes of this section, categories include, but are not limited to:
(1) daily per diem amount;
(2) total per diem compensation paid for attendance at regular meetings of the board of trustees;
(3) total per diem compensation for attendance at special meetings of the board, including board of trustee committee meetings;
(4) total per diem compensation for attendance at meetings of cooperative service organizations;
(5) total per diem compensation for trustee training and certification;
(6) total expenses paid or reimbursed, including mileage, subsistence, entertainment, or travel expenses paid in conjunction with subsection (B)(2) through (5);
(7) the total value of and a description of any other fringe benefits provided; and
(8) the total value of and a description of any goods or services required to be disclosed by subsection (D)(3)(c).
(C) The association must include on its annual IRS Form 990 filing, information on its revenue and expenses including, but not limited to, the total revenue and spending of the association by each of its departments.
(D)(1) The bylaws of the association may make provision for the compensation of trustees; provided, however, that compensation must not be paid except for actual attendance upon activities authorized by the board. The bylaws also may provide for the travel, expenses, and other benefits of trustees, as set by the board. A trustee of the association must not be employed by the entity in any other capacity involving compensation.
(2) A member of the association's board of trustees, or one of the association's officers, may not:
(a) knowingly use his position as a trustee or an officer of the association to obtain an economic interest in addition to his compensation, if any, for serving as a member of the board of trustees or as an officer for himself, a family member, an individual with whom he is associated, or a business with which he is associated;
(b) have a business relationship with the association that is distinct from or in addition to his service on the board of trustees or as an officer; or
(c) appoint, direct, or cause a family member to become an employee of the association.
(3) A member of the association's board of trustees or an officer of the association is not prohibited by this section from accepting goods or services such as lodging, transportation, entertainment, food, meals, beverages, or any other thing of value from the association provided that:
(a) the value of the good or service is reasonable and the purpose relates to his duties as a trustee or an officer;
(b) the good or service is furnished on the same terms or at the same expense to a member of the general public or to general attendees of functions considered reasonable for the fulfillment of his duties as a trustee or as an officer of the association; or
(c) if the good or service is of more than twenty-five dollars in value and is furnished to the trustee or the officer of the association by a company that the trustee or officer knows, has, or seeks a business relationship with the association, and the company is not a member of the association, the trustee or officer must disclose the acceptance of the good or service to the board. These restrictions do not apply to the extent a cooperative has or seeks membership in the association.
(4) For purposes of this section, "an individual with whom he is associated" has the same meaning as provided in Section 8-13-100(21) and "family member" has the same meaning as provided in Section 8-13-100(15).
(E) The Office of Regulatory Staff under the provisions of this subsection is vested with the authority and jurisdiction to make inspections, audits, and examinations of the association pursuant to the provisions of Chapter 4, Title 58, relating to the compliance of the association with the provisions of this section and its bylaws. Where the board of trustees of the association has exercised its business judgment in accordance with sound business and management practices and consistent with the long-term financial stability of the association and the benefit of its members, the Office of Regulatory Staff is not authorized to disturb the resulting decisions of board of trustees. Upon completion of an authorized inspection, audit, or examination, the Office of Regulatory Staff must report its findings to the management and board of the association and attempt to resolve with the management and board any compliance issues that are identified. The Public Service Commission is vested with the authority and jurisdiction to resolve any disputed issues arising from the inspections, audits, or examinations.
HISTORY: 2019 Act No. 56 (H.3145), Section 17, eff May 16, 2019.
Editor's Note
2019 Act No. 56, Section 16, provides as follows:
"SECTION 16. Where the provisions of new or revised 1976 Code sections or subsections contained in this act conflict with provisions of the bylaws of an electric cooperative, the provisions of this act control and the cooperative, as permitted by Section 33-49-280, shall amend and conform its bylaw provisions accordingly."