The General History of Cooperatives form of organization originated in England in the early 1800’s to improve the economic lot of workers and farmers, two groups that suffered during the industrial revolution. Workers, with little bargaining power, suffered low wages. Farmers operated in an especially precarious economic environment, paying retail prices for their raw materials, but selling their output wholesale in markets that fluctuated widely and unpredictably. To gain economic power, workers and farmers organized and pooled resources to form sufficient capital to control the means of production, obtain supplies and services, or market their goods or services. The cooperative became very popular, and it spread to and throughout the United States. Congress recognized the contributions and importance of cooperatives even before ratification of the Sixteenth Amendment to the Constitution authorized the income tax. Congress provided exemption from federal excise taxes to cooperative companies, not for profit mutual benefit associations, and agricultural, horticultural, and domestic General Survey of I.R.C. 501(c)(12) Cooperatives and Examination of Current Issues building and loan associations. See, The War Revenue Act of 1898, Pub. L. No. 55-133, 30 Stat. 448 (1898) and Pub. L. No. 61-5 §38, 36 Stat. 11, 115 (1909).
A 501c12 is what Valley Electric is. The link for the rules they must follow to remain tax exempt. https://www.irs.gov/pub/irs-tege/eotopice02.pdf
An exempt organization must make available for public inspection, upon request and without charge, a copy of its original and amended annual information returns. Each information return must be made available from the date it is required to be filed (determined with regard to any extensions), or is actually filed, whichever is later. An original return doesn't have to be made available if more than 3 years have passed from the date the return was required to be filed (including any extensions) or was filed, whichever is later. An amended return doesn't have to be made available if more than 3 years have passed from the date it was filed.
An annual information return includes an exact copy of the return (Forms 990, 990-EZ, 990-BL, 990-PF, 990-T, or 1065), and amended return, if any, and all schedules, attachments, and supporting documents filed with the IRS.
An annual information return doesn't include:
The annual returns and exemption application must be made available for inspection, without charge, at the organization's principal, regional, and district offices during regular business hours. The organization can have an employee present during inspection, but must allow the individual to take notes freely and to photocopy at no charge if the individual provides the photocopying equipment. Generally, regional and district offices are those that have paid employees who together are normally paid for at least 120 hours a week.
If the organization doesn't maintain a permanent office, it must make its application for tax exemption and its annual information returns available for inspection at a reasonable location of its choice. It must permit public inspection within a reasonable amount of time after receiving a request for inspection (normally not more than 2 weeks) and at a reasonable time of day. At its option, it can mail, within 2 weeks of receiving the request, a copy of its application for tax exemption and annual information returns to the requester in lieu of allowing an inspection. The organization can charge the requester for copying and actual postage costs only if the requester consents to the charge.
An organization that has a permanent office, but has no office hours or very limited hours during certain times of the year, must make its documents available during those periods when office hours are limited or not available as though it were an organization without a permanent office.
The penalty for failure to allow public inspection of annual returns is $20 for each day the failure continues. The maximum penalty on all persons for failures involving any one return is $10,000.
The penalty for failure to allow public inspection of exemption applications is $20 for each day the failure continues.
The penalty for willful failure to allow public inspection of a return or exemption application is $5,000 for each return or application. The penalty also applies to a willful failure to provide copies.
The penalty for failure to allow public inspection of a political organization's section 527 notice (Form 8871) is $20 for each day the failure continues.
The penalty for failure to allow public inspection of a section 527 organization's contributions and expenditures report (Form 8872) is $20 for each day the failure continues. The maximum penalty on all persons for failures involving any one report is $10,000.
If you suspect a tax-exempt organization is not complying with the tax laws, you may send information to the Tax Exempt and Government Entities Division. You may use Form 13909, Tax-Exempt Organization Complaint (Referral) FormPDF, or send the information in letter format, and attach any supporting documentation for this purpose. Form 13909PDF, or complaint letter, can be submitted one of the following ways:
By laws are the internal document that regulates and organization. The link to the Valley Electric Bylaws.
BLACK'S LAW DICTIONARY 2ND ED.
An organization or company that provides utility services to the general public such as gas, electric and water. Public utilities have limited monopoly rights given the impracticability of having competitive companies providing such services in a geographic area.
The following letter was read during the public comment secton for the member meeting on June 16, 2023.
N.R.S. 82.186 (Nevada Revised Statutes)
Section 1. Any director or person authorized in writing by at least 15% (fifteen percent) of the members of the corporation upon at least 5 (five) days written demand is entitled to inspect in person or by agent or attorney, during normal business hours, the books of account and all financial records of the corporation and to make extracts therefrom. The right of members and directors to inspect the corporate records may not be limited in the articles or bylaws of any corporation.
Our petition drive will require Valley Electric to open its books. We have secured a Forensic Auditor who has over 30 years experience working in law enforcement doing exactly this work. He has graciously agreed to donate this audit which is estimated at $40,000.00 in value to the members.
We have provided links to the stories of past Scandals. What is the outcomes? Did people still retain their pensions? Questions we need answers to.
It has become quite apparent that the current board has no intention of complying with the law, nor are they willing to let the information be given to the members.
The board fails to follow the Rules of Roberts. These rules were adopted by the cooperative. Under the rules another person can give their time to another person to speak if there is not enough time.
But why would they do this? To prevent the truth.
Here is a list of what we found thus far. Not all of this falls on Valley Electric Cooperatives some of these falls on the Public Utilities Commission
Per N.R.S. 704.020 the state legislators declared all cooperatives as Public Utilites and subject to oversight. This was passed in 1963. Thus, the entire existence of this cooperative they were to receive oversight. While the oversight is not the same as organizations such as Nevada Energy there was to be some oversight. Some of the areas they were supposed to receive oversight are as follows:
N.R.S. NRS 703.191, 704.330, 704.350 to 704.410, inclusive, and 704.7821,
We know this is a lot of information. The point of this is the position that the PUC was always supposed to offer some oversight and had this occurred maybe none of these problems may have presented itself.
VEA used to receive oversight or was supposed to from the Rural Electrification Administration. This organization was disbanded in 1994. If no other oversight was had…this organization had an additional duty to insure that it did not stray from its purpose and should have inquired as to if there were any oversight being then conducted by the Rural Utilities Service under the USDA. We have sent an inquiry to that agency of what oversight they conduct and why VEA is not listed.
BYLAWS
NRS 81.470 covers how the bylaws are amended. When the annual meeting this year was held there was an affirmative statement that VEA has not had a quorum in 5 years. How did new bylaws get approved by a majority in 2021? There are a variety of discrepancies in what took place and what the statute requires.
NRS. 81.230 Bylaws: Adoption; amendment; required and optional provisions.
1. Every association formed under NRS 81.170 to 81.270, (WHICH VEA IS FORMED) inclusive, must, within 40 days after it so becomes an association, adopt a code of bylaws for the government and management of the association, not inconsistent with NRS 81.170 to 81.270, inclusive. A majority of all the associates is necessary to the adoption of bylaws, and the bylaws must be written in a book and signed by the members adopting them.
2. The bylaws cannot be amended or modified except by the vote of a majority of all the members after notice of the proposed amendment is given as the bylaws may provide.
THIS IS IMPORTANT
3. The bylaws must provide for the amount of the indebtedness which the association may incur.
We have reviewed all the past and current BYLAWS, and it has been silent on the ability of VEA to enter into debt instruments. Meaning this is not something VEA can do.
EITHER ONE OF THREE THINGS HAVE HAPPENED.
· The bank underwriters failed in its required due diligence. Anyone here who has obtained loans for businesses knows that the banks leave no stone unturned, no “t“is uncrossed and no “I” is not dotted. Even the check cashing loan centers would have done a better job of underwriting these loans.
· Another possibility is that the documents provided to the underwriters are not accurate giving them the belief that VEA could go into debt.
· The last possibility is that these debts are not actually loans in the name of the cooperative VEA. They are the debt of another entity and has been passed through to the Cooperative.
As with this organization and ALL others of similar setup the BY LAWS are the governing document. It sets the rules in which you must operate. No other document can correct or remedy a supposed deficiency of the BYLAWS.
BUT WAIT IT GETS BETTER:
VEA says it’s transparent. If that is true, then maybe it can explain the following:
Currently registered with the Secretary of State are the following additional entities.
VALLEY ELECTRIC ENERGY SERVICES LLC
VALLEY ELECTRIC TRANSMISSION ASSOCIATION LLC
VALLEY ELECTRIC UTILITY SERVICES LLC
THESE FOR-PROFIT COMPANIES THAT LIST VALLEY ELECTRIC COOPERATIVE AS THE MANAGER.
Being that VEA is the manager of these other organizations why is no information pertaining to these organizations being included and disseminated to the members.
This is a COOPERATIVE we have a right to know what involvement is taking place. We have a right to see the contracts. VEA cannot manage without the members knowing what we are managing. Additionally has any monies, staff wages, property, equipment ever been or being used to further these LLCs?
Cooperatives enjoy a tax-free status as well as protections against unreasonable review of documents supported by state law.
These LLC’s are not cooperatives and were not registered as such. Thus, there don’t enjoy these protections. The people have a right by code and statute to see everything.
Additionally, Cooperatives enjoy limited oversight by the PUC. LLCs are not afforded that same privilege. They instead enjoy the full oversight by the PUC.
NEXT STEPS
We intend to file a lawsuit. NOT FOR MONEY. We want the records, we want all the documents to understand and see what has happened to our money.
We are not talking about small amounts of money. We are talking about 100s of millions of dollars. The board stated on the record that they felt the contracts pertaining to the sale of the transmission lines was not valid and the money is gone.
These answers are not sufficient. You are not a judge to determine the contract invalid. You are not supposed to be in debt. You are not following the law. We will get to the bottom of all this and what has taken place.
WE THE PEOPLE OWN THIS COOPERATIVE WE WILL KNOW THE TRUTH.
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