MINUTES SOUTHSIDE ELECTRIC COOPERATIVE MEETING OF THE BOARD OF DIRECTORS SEPTEMBER 19, 1:30 P.M. HEADQUARTERS BOARD ROOM

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1 MINUTES SOUTHSIDE ELECTRIC COOPERATIVE MEETING OF THE BOARD OF DIRECTORS SEPTEMBER 19, 1:30 P.M. HEADQUARTERS BOARD ROOM PRESENT: STAFF: GUEST(S): Frank W. Bacon (Chairman) Earl C. Currin, Jr. (Vice Chairman) Paul S. Bennett (Secretary) Charles J. Friedl (Treasurer) Brenda H. Johnson Michael A. Lobue Kristie Martin-Wallace Clive C. Pettis, Sr. William T. White Frank F. Rennie (General Counsel) Christine Marston (Minute Taker) Jeffrey S. Edwards, President/CEO George A. Felts, VP of Engineering Bradley V. Furr, VP of Operations Jean H. Morris, VP of Human Resources Jason Loehr, Controller Jacob McCann, Director of Community Relations Dr. Frank Bacon presided. Jacob McCann gave the invocation. PREVIOUS MINUTES On page 7, Item 5.B. the date reference of 2107 should be changed to On motion made and seconded: The Minutes of the August 17, 2017 Board Meeting are approved with recommended changes. ODEC REPORT The ODEC report was given by Earl Currin. PRESIDENT/CEO S REPORT MOTION CARRIED 1. The Financial and Statistical report for August 2017 was reviewed and is attached to and made a part of the Minutes. 1

2 2. The Board was provided information regarding cybersecurity events during the month of August The Institute of Electrical & Electronics Engineers (IEEE) outage data and safety report for August 2017 were reviewed in detail: IEEE Outage Data a. System Average Interruption Duration Index (SAIDI) and System Average Interruption Frequency Index (SAIFI) were below historical values for the month. b. Customer Average Interruption Duration Index (CAIDI) was slightly higher than historical values for the month. c. There were no power supply outages during the month. d. The system saw significant thunderstorm and wind damage on August 18 th, and 23 rd. e. There were no major event days during the month. Safety Report a. There were no lost-time injuries in August. b. There were two recordable injuries during the month: On August 7 th, a line technician suffered an eye injury when he wiped his face while climbing a pole and a foreign object drifted into his eye. On August 21 st, a line technician injured a finger while removing a rubber blanket from the bucket truck. c. Total lost-time accumulated in August was 31 days. d. As of August 31 st, employees have worked 41 days without a lost time injury. 4. Western District Office Construction: a. Developing a moving/transition plan. b. Preparing for project close-out. c. MCA Architecture punch-list inspections to occur September 6 th 8 th. Preparing for project close-out. d. Hurt & Proffitt are completing final inspection activity. e. Jamerson-Lewis General Contractor continue with construction oversight, project punch-list corrections and site work completion. f. Final project summary estimate: Total buildings & sitework $10.4 million (GMP) Total site project costs $2.6 million (estimated) Total Project $13.0 million (estimated). g. Building contingency balance $434,063. 2

3 h. Building scope change summary: HVAC revisions (1/5/2017) = $3,103 Motorized dampers to Warehouse - Mechanical (5/3/2017) = $3,647 Motorized dampers to Warehouse - Electrical (5/3/2017) = $10,540 Guardrails at member entrance (5/17/2017) = $19,105 Communications Tower site work (5/17/2017) = $19,428 Communications Tower fencing (5/17/2017) = $13,290 Relocate water meter (hot-box; 5/31/2017) = $38,231 Relocate water meter (hot-box; 5/31/2017) electrical = ($1,471) Communications Tower Building Set/Install (6/16/2017) = $3,641 Ramp at Warehouse loading dock (6/29/2017) = $30,707 Communications Tower grounding grid (6/30/2017) = $18,455 Communications Tower building foundation (7/5/2017) = $2,497 Communications Tower feed from Building B (7/26/2017) = 4,038 Communications Tower fiber optic drop (8/10/2017) = $10,027 Total additions = $175,238 i. Project schedule: Building A Office estimated completion September 28, 2017 Building B Warehouse estimated completion October 2, 2017 Building C Vehicle Shop estimated completion September 18, 2017 Fuel Island completed Site Work completion October 17, 2017 Substantial completion October 19, 2017 Owner occupancy October 19, 2017 Final project completion November 2, November 16 th Board Meeting to be held at the new Western District Office building. Arrival at 10:30 a.m. with lunch served and Board Meeting to follow. 6. Annual Meeting Preparation and Update: a. Received 2,163 proxies (4.68%) b. Crewe Volunteer Fire Department will be cooking the chicken c. Brocks BBQ will be doing the catering and providing the iced tea d. Crewe Burkeville Youth Recreation Association will be serving the drinks e Youth Tour participants will be assisting with serving drinks and Southbound Band will be the entertainment f. Entertainment for children will be a bounce house and magician 3

4 g. Proxy prize of $500 off electric bill will be announced and grand prize of $600 off electric bill will be drawn during the Business Meeting (must be present to win the grand prize) h. A 50/50 raffle to support the Southside Opportunity Fund will be held i. The VA811 truck will be on display with educational and SEC videos j. Serving of the meals will begin once the business meeting is complete k. All members will receive a ballot and wristband upon registering l. Ballot boxes will be distributed during the meeting and two will be located at the back of the pavilion. m. Unassigned proxies will be voted on by the Board with the majority selecting the recipient of those proxies. 7. Frank Bacon presented Clive Pettis with his Credentialed Cooperative Director (CCD) certificate and pin from the National Rural Electric Cooperative Association (NRECA). 8. In support of the Virginia Technical Institute a recommendation was made to donate $2,500. On motion made and seconded: A $2,500 donation will be made in support of the Virginia Technical Institute. MOTION CARRIED 9. Federated Insurance s arbitration language to be requested from NRECA and considered for inclusion in SEC s Bylaws. 10. A new feature was reviewed. This feature designates when anyone at SEC receives an external . It was added to make as an extra layer of security in order to prevent phishing or scams. 11. Broadband discussions were held with other cooperatives. SEC continues to look at alternatives and has yet to find a business model that works for our cooperative. 12. A skeet shoot fundraising event has been scheduled for October 7 th. To date, $6,800 in sponsorships have been raised for the Southside Opportunity Fund. NEW BUSINESS 1. Restatement of Retirement Security Plan and the 401(k) Plan and Resolution Internal Revenue Service (IRS) periodically requires qualified plans to be updated or restated to conform to all applicable regulatory and operational changes since the last restatement in May Each cooperative will be required to adopt the restated plans by executing updated adoption agreements. Updated agreements will reflect overall plan changes, not individual cooperative elections. 4

5 A Resolution authorizing the amendment, restatement and continuance of the two plans is required. The Resolution authorizes Jeff Edwards to execute the revised adoption agreements. On motion made and seconded: The restatement of the RS Plan and the 401(k) Pension Plan, along with the corresponding Board Resolution, are approved. 2. NRECA Group Benefits Renewal: MOTION CARRIED a. Continued/renewed other Group Benefits through NRECA (dental, basic life, long-term disability, Directors AD&D & business travel accident). Dental decrease of 2.1% Basic Life will increase 5.7% No change in long-term disability, directors accidental death & dismemberment or business travel insurance Estimated total annual cost $438,000 b. NRECA Retirement Security Plan renewal: Plan A (legacy plan) increase of 2.5% Plan B (new hires) increase of 14.3% Overall annual increase: o 2017 Estimate of $442,681 o 2018 Projected at $442,389 c. Overall NRECA RS Plan costs increased by 2.5% or $400,000 annually d. SEC RS Plan B increases are due to the increase in average age of plan participants e. Total projected RS Plan annual cost for 2018 $3.5 million f. Recommendation to continue other group benefits, including dental, basic life, long-term disability, directors AD&D, business travel accident insurances and the retirement security plan. On motion made and seconded: NRECA group benefits will be renewed as presented. 3. Rural Utilities Service Operations & Maintenance review: MOTION CARRIED a. As a RUS borrower, we must do an operations and maintenance review every three years. b. Richelle Richardson is the General Field Representative from RUS. c. Recommendations from visit: 5

6 Establish a bird fatality written reporting procedure or avian protection plan Operations manual should be available for each substation. Circuits, phases and airbreak switch handles should be properly identified. Relays should be functionally tested annually along with additional tests performed per regulatory, manufacturer recommendations, and acceptable industry practices. Perform annual power factor tests of all applicable equipment. Check pole steps on the communications tower in the Lynch Substation. Any steps below eight feet from the ground should be removed. d. All recommendations will be corrected by the next visit. 4. CFC One Card: a. VISA and MasterCard products offered jointly by CFC & US Bank b. Corporate travel and purchasing card rolled into one c. Available only to CFC and NCSC members d. 320 participating cooperatives e. No fee f. Account type flexibility g. Competitive rebates h. Greater efficiencies and stronger controls On motion made and seconded: Authorization is given to Jeff Edwards to sign the CFC One Card agreement. 5. Sale of current Western District Office: a. Offer from Jasper Holdings, LLC b. Accepted offer at $292,500 c. SEC to provide: Boundary Survey (completed by Maxey & Associates) Environmental Assessment (proposal from Hurt & Proffit) 6 MOTION APPROVED Existing tower to remain in place (with stipulation concerning possible interference) d. Closing on or before December 31, 2017 (SEC requested closing after January 1, 2018).

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8 STATEMENT OF GENERAL FUNDS AND OTHER ASSETS August 31, 2017 General Fund Cash in Banks 4,798, General Funds Invested CFC - CTC's 2,153, CFC - Patronage Capital 2,411, Federated Insurance Corporation 395, TEC Trading Incorporated 622, Town of Hurt 1, Notes and Accounts Receivable Electric Consumer 7,634, Other Accounts Receivable 3,218, ,234, Material and Supplies in Stock 2,126, Construction Work in Progress to be Paid from Construction Funds 0.00 TOTAL 23,361, Construction Funds Available First Citizens Bank 0.00 NOTES STATISTICS CFC RUS & FFB COBANK CFC, COBANK & FIRST CITIZENS BANK Balance Available for Advance 18,500, Gross Obligations 51,335, ,345, ,938, ,500, Interest Paid This Year 1,259, ,180, , , Page 1 of 6

9 Southside Electric Cooperative For the Month Ending August 2017 Comparative Operating Statistics Y-T-D 2016 Y-T-D 2017 August 2017 New Services Connected Meters Removed Meters Reinstalled Services Idle, Excluding Seasonal Number of Services Retired Total Consumers Receiving Service Total Miles Energized ,554 1, ,430 1, ,471 3,655 3, ,716 56,167 56,167 8,259 8,256 8,256 Meters Installed - New Services January February March April May June July August September October November December Total Page 2 of 6

10 SOUTHSIDE ELECTRIC COOPERATIVE Revision: /11/2017 3:15:17 pm General Ledger Financial And Operating Report Electric Distribution Page: 1 INCOME STATEMENT FOR AUG Year - To - Date Period - To - Date Item Last Year This Year Budget Current Budget 1. Operating Revenue and Patronage Capital 79,529, ,062, ,536, ,339, ,088, Power Production Expense Cost of Purchased Power 47,538, ,496, ,547, ,365, ,970, Transmission Expense 8, , , Regional Market Expense Distribution Expense - Operation 2,862, ,803, ,490, , , Distribution Expense - Maintenance 7,039, ,093, ,719, , , Customer Accounts Expense 1,413, ,440, ,487, , , Customer Service and Informational Expense 1,706, ,793, ,793, , , Sales Expense 396, , , , , Administrative and General Expense 4,374, ,679, ,077, , , Total Operation & Maintenance Expense (2 thru 11) 65,337, ,614, ,537, ,677, ,114, Depreciation & Amortization Expense 14. Tax Expense - Property & Gross Receipts 15. Tax Expense - Other 16. Interest on Long-Term Debt 17. Interest Charged to Construction - Credit 18. Interest Expense - Other 19. Other Deductions 20. Total Cost of Electric Service (12 thru 19) 21. Patronage Capital & Operating Margins (1 minus 20) 22. Non Operating Margins - Interest 23. Allowance for Funds Used During Construction 24. Income (Loss) from Equity Investments 25. Non Operating Margins - Other 26. Generation and Transmission Capital Credits 27. Other Capital Credits and Patronage Dividends 28. Extraordinary Items 29. Patronage Capital or Margins (21 thru 28) 7,038, ,804, ,434, , , ,040, ,102, ,102, , , ,836, ,000, ,007, , , , , , , , , , , ,309, ,617, ,135, ,227, ,689, ,219, ,445, ,400, , , , , , , , , , , , , , , , , , , , ,945, ,478, ,166, , , Operating - Margin Non Operating - Margin Times Interest Earned Ratio - Operating Times Interest Earned Ratio - Net Times Interest Earned Ratio - Modified 2,945, ,478, ,166, , , Page 3 of /pro/rpttemplate/acct/2.39.1/gl/gl_standard_financial.xml.rpt Lynn

11 SOUTHSIDE ELECTRIC COOPERATIVE Revision: /11/2017 3:15:19 pm General Ledger Financial And Operating Report Electric Distribution Page: 1 BALANCE SHEET FOR AUG 2017 Last Year This Year Variance ASSETS AND OTHER DEBITS 1. Total Utility Plant in Service 331,659, ,383, ,723, Construction Work in Progress 22,201, ,243, , Total Utility Plant (1 + 2) 353,861, ,626, ,765, Accum. Provision for Depreciation and Amort. 101,444, ,972, ,527, Net Utility Plant (3-4) 252,416, ,654, ,237, Non-Utility Property (Net) 26, , , Invest. in Subsidiary Companies Invest. in Assoc. Org. - Patronage Capital 45,924, ,102, ,177, Invest. in Assoc. Org. - Other - General Funds 2,530, ,549, , Invest. in Assoc. Org. - Other - Nongeneral Funds Invest. in Economic Development Projects Other Investments 832, , , Special Funds Total Other Property & Investments (6 thru 13) 49,313, ,363, ,050, Cash - General Funds 5,795, ,798, , Cash - Construction Funds - Trustee Special Deposits Temporary Investments Notes Receivable (Net) Accounts Receivable - Sales of Energy (Net) 7,998, ,634, , Accounts Receivable - Other (Net) 3,613, ,218, , Renewable Energy Credits Material and Supplies - Electric & Other 1,009, ,126, ,117, Prepayments 1,224, ,214, , Other Current and Accrued Assets 7,499, ,428, ,070, Total Current and Accrued Assets (15 thru 25) 27,140, ,421, ,718, Regulatory Assets 101, , , Other Deferred Debits 5,490, ,650, , Total Assets and Other Debits ( thru 28) 334,463, ,105, ,641, Page 4 of /pro/rpttemplate/acct/2.39.1/gl/gl_standard_financial_bal_sheet.xml.rpt Lynn

12 SOUTHSIDE ELECTRIC COOPERATIVE Revision: /11/2017 3:15:19 pm General Ledger Financial And Operating Report Electric Distribution Page: 2 BALANCE SHEET FOR AUG 2017 Last Year This Year Variance LIABILITIES AND OTHER CREDITS 30. Memberships 230, , , Patronage Capital 98,517, ,661, ,143, Operating Margins - Prior Years Operating Margins - Current Year 2,945, ,478, , Non-Operating Margins Other Margins and Equities 589, ,017, , Total Margins & Equities (30 thru 35) 102,283, ,388, ,105, Long-Term Debt - RUS (Net) 4, , Long-Term Debt - FFB - RUS Guaranteed 118,704, ,472, ,767, Long-Term Debt - Other - RUS Guaranteed Long-Term Debt - Other (Net) 68,017, ,333, ,684, Long-Term Debt - RUS Econ. Devel. (Net) Payments - Unapplied Total Long-Term Debt (37 thru 41-42) 186,726, ,805, ,079, Obligations Under Capital Leases - Noncurrent Accumulated Operating Provisions 115, , Total Other Noncurrent Liabilities ( ) 115, , Notes Payable 18,000, ,500, ,500, Accounts Payable 7,948, ,501, ,446, Consumers Deposits 2,371, ,249, , Current Maturities Long-Term Debt 7,459, ,813, , Current Maturities Long-Term Debt - Econ. Devel Current Maturities Capital Leases Other Current and Accrued Liabilities 3,738, ,496, , Total Current & Accrued Liabilities (47 thru 53) 39,516, ,560, ,043, Regulatory Liabilities Other Deferred Credits 5,821, ,234, , Total Liab. & Other Credits ( thru 56) 334,463, ,105, ,641, Current Assets To Current Liabilities 0.69 to to 1 Margins and Equities To Total Assets % % Long-Term Debt To Total Utility Plant % % Page 5 of /pro/rpttemplate/acct/2.39.1/gl/gl_standard_financial_bal_sheet.xml.rpt Lynn

13 Statements of Cash Flows Southside Electric Cooperative Cash flows from operating activities Period ended Period ended August 31, 2017 August 31, 2016 Electric revenue received $ 74,446,583 $ 78,750,436 Power supply paid (41,251,738) (47,423,918) Operating expenses paid (18,157,884) (20,449,232) Interest received 73,202 72,535 Interest paid (3,156,025) (3,021,581) FEMA monies received 93,622 Cash flows provided by operating activities 11,954,138 8,021,862 Cash flows from investing activities Investment in electric plant,net (10,774,433) (17,965,182) Proceeds from disposal of plant 100,834 Installment loans issued (1,047,107) (1,198,056) Investment in CoBank (1,000) Proceeds from retirement of CTC's 17,207 15,952 Cash flows used in investing activities (11,804,333) (19,047,452) Cash flows from financing activities Proceeds from lines of credit 6,500,000 10,000,000 Proceeds from long term debt 7,200,000 Principal payments on long term debt (4,559,693) (3,865,305) Capital credits paid to members, net (301,460) (163,346) Proceeds from capital credits 855,848 72,674 Deposits collected from customers (63,796) (105,883) Net change in memberships Cash flows provided by financing activities 2,431,829 13,139,060 Net change in cash 2,581,634 2,113,470 Cash at December 31, 2016 and ,216,595 3,681,576 Cash at August 31, 2017 and 2016 $ 4,798,229 $ 5,795,046

14 CLASS OF SERVICE No. Receiving Service a. No. Minimum Bills d. Avg. No. Receiving Service e. kwh Sold Cumulative f. Amount Cumulative g. 1. Residential Sales (excl seas.) 53,836 71,256,638 7,922, , ,289,691 60,685, Residential Sales Seasonal 3. Irrigation Sales 4. Comm. & Ind 1000 KVA or Less 1,931 5,973, , ,907 39,692,342 4,279, Comm. & Ind Over 1000 KVA 14 4,654, , ,188,759 3,206, Public St. & Highway Lighting 7. Other Sales to Public Authority 386 4,522, , ,624,850 3,188, Sales for Resale - REA Borr. 9. Sales for Resale - Other PART D. CONSUMER SALES AND REVENUE DATA August 2017 THIS MONTH YEAR-TO-DATE kwh Sold b. Amount c. 10. (1 thru 9) 56,167 86,407,348 9,243, , ,795,642 71,360, Other Electric Revenue xxxxxxxxxxxx xxxxxxxxxxxx 96,772 xxxxxxxxxxxx xxxxxxxxxxxx xxxxxxxxxxxx 701, Total ( ) xxxxxxxxxxxx xxxxxxxxxxxx 9,339,851 xxxxxxxxxxxx xxxxxxxxxxxx xxxxxxxxxxxx 72,062,304 ITEM PART D. CONSUMER SALES AND REVENUE DATA THIS MONTH YEAR-TO-DATE a. ITEM b. THIS MONTH a. YEAR-TO-DATE b. 1. Net kwh Generated Office Use ,372 1,428, kwh Purchased ,261, ,208, Total unaccounted For 3. Interchange kwh - Net (4 less 5 & 6), (3,326,210) 20,984, Total kwh (1 thru 3) ,261, ,208, Percent System Loss (7/4)x100.. (3.99) Total kwh - Sold ,407, Maximum Demand (kw) ,795, Month When Maximum Demand Occurred , ,535 January 2017 Page 6 of 6

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