Powering Your Future

2018 Tri-County Electric Cooperative

Annual Report Photo by Renata Keeling

Guiding TCEC into the future,

Gary Fulford

Albert Thomas

Catherine Bethea

Junior Smith

Bobby Dodd

Donnie Waldrep

George Webb

Johnny Edwards

Elmer Coker

President District 6

District 1

District 4

2

Vice President District 7

District 2

District 8

Secretary-Treasurer District 5

District 3

District 9

dedicated to building on our history of providing quality, safe, affordable electric service powered by TCEC members.

A Message to Our Members

You’re invited

Did you know every cooperative is required to conduct an annual meeting of the membership? These meetings are where essential information is shared, where input from members is gathered, and where our biggest decisions are made. Members vote on matters such as bylaw changes and of course — the great door prizes! Tri-County Electric Cooperative’s (TCEC) Annual Meeting is a community gathering where neighbors can meet new neighbors –– or catch up with old acquaintances. As our lives get busier with the “errands of life,” and more of our interactions with others are online (via social media), we must renew the value of face-to-face human connections. Very few organizations are uniquely positioned like your co-op to bring together all members of our local communities. While rural Americans may do a better job of staying connected to our neighbors (in part because we need too), it is not something we should take for granted. The simple act of smiling, saying hello, and shaking someone’s hand truly lifts both parties.

Gary Fulford President

TCEC’s Annual Meeting is designed to take care of the important business of your co-op and the equally important business of building a real sense of community. All cooperatives serve both an economic and social purpose. While safe, reliable and affordable electric service is crucial to our mission, improving the quality of life for all members is at the core of what we do every day. If you have not attended the annual meeting in the past or if it has been a few years, we urge you to take the time to be with your fellow co-op members.

Julius Hackett

In 2018 our members will be asked to vote on a proposed bylaw Chief Executive Officer change regarding the process of electing board trustees. The proposed bylaw change is contained in the Official Notice of Annual Meeting which can be found on page 16 of this report. Simply put, in response to our members input, your Board of Trustees aim to make the process simpler for members to elect their trustees within the district. TCEC was built to serve our membership — the consumer-owners at the end of the line. No decision will be made without considering the impact on each of you. We get out of life what we put into it. Your co-op is connected to you by more than just powerlines. We are your neighbors, and we look forward to seeing you at your Annual Meeting on Saturday, Sept. 15, 2018.

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The Bright Future of Reliability Technology has significantly changed the way we work on our system, restore power during an outage, and increase reliability. Key in this is the outage management system, or OMS. This system builds on geo-tagged system maps (each pole has its GPS location mapped), sophisticated engineering models of the distribution system, and for maximum accuracy, an advanced metering system. When an outage occurs, the system uses models and algorithms to determine the precise location of the fault and the extent of the outage. Crews can then be sent to the right spot to correct the problem. TCEC also utilizes a vehicle tracking system that tells operations staff the exact location of each line truck so that we can respond quickly with vehicles that are in close proximity of where repairs are needed.

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Tech Savvy Linemen

Our mission at TCEC is to provide quality, safe and affordable electric service, and our linemen are equipped with the most advanced technology to do just that. One such piece of technology is the FLIR (forward-looking infrared) camera, which allows linemen to scan the system and spot distribution equipment that is about to fail. The FLIR camera is quick and accurate and can spot a problem before it becomes an outage. Our energy audit team also uses the FLIR camera to detect heat loss or over heating of appliances in a member’s home that may be the cause of high kWh usage.

A Smarter Grid

Along TCEC powerlines we have installed protective devices in the form of fuses and reclosers, which are like highvoltage circuit breakers. These devices can eliminate extended outages by protecting wires and equipment from serious damage. When the lights “blink” and the power stays on, that is the protective devices doing their job. The Smart Grid is spawning an amazing array of equipment and software that is already improving reliability. When combined with field construction practices, like building multiple ways to feed power loads and the deployment of advanced metering systems (AMI), the future of reliability is bright — pun intended. Contributing author Tom Tate, NRECA’s Straight Talk

Internship Program

TCEC’s internship program is a handson, job-shadowing opportunity for people aspiring to work in the electric utility industry. Interns are required to work 32 hours a week in the field, warehouse, etc. The skills and training the interns receive during their time at TCEC helps to prepare them for a future as a lineworker. The internship program was established to energize young adults for a potential career in the electric utility industry.

Recent TCEC Operations Interns Trey Killingsworth and Logan Boyer 5

Membership Matters TCEC employees are committed to the communities we serve. Volunteering and doing what we can to improve the quality of lives for our members is a top priority.

2017

In TCEC employees

volunteered

749 hours

Our

2018 goal is

1,000 hours

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For Our Past, Present & Future

Capital Credits

TCEC is a member-owned electric cooperative. We do not earn profits in the sense that investor-owned utilities earn profits for their investors. Our focus is on delivering affordable, reliable power to our members at cost. Any margins or revenues related to the sale of electric service remaining after all expenses have been paid are returned to the Cooperative’s members in proportion to their electrical usage. These are called capital credits and are returned to you, the member. When capital credits are returned to members, you are seeing the return on your investment. This is one of the benefits of being served by a nonprofit utility. In 2017 the board of trustees authorized a distribution of $971,000 in capital credits to current and former members during the years 1990 and 1991. Members received a credit on their electric bill or a check in the mail.

WPCA

The Wholesale Power Cost Adjustment (WPCA) is the amount added or subtracted from a TCEC member’s bill based on the changes in the cost of wholesale power. It is based on the charges TCEC incurs from its wholesale power supplier. When TCEC’s annual budget is developed each year, 65 percent of our revenue is allocated for the purchase of wholesale power. When that number is lower than estimated the WPCA is subtracted from your monthly statement. Cents per Dollar:

56¢ Power Cost

16¢ Operating Maintenance 8¢ Depreciation 7¢ Administration & General 5¢ Interest 4¢ Billing & Member Services 2¢ Operating Margins

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Membership Matters

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For Our Past, Present & Future

Ways to Manage Your TCEC Account TCEC offers many methods for members to better manage their electric service account, make payments, monitor monthly usage, set up auto-pay, and much more.

Member Service Representatives (MSRs) can be reached 24 hours a day, 7 days a week by calling 1-800-999-2285. TCEC MSRs are trained professionals from right here in our community, ready to assist members with everything from starting new service and capital credit inquiries to hazardous tree limb reporting. By calling TCEC you can also manage your account through the IVR (Interactive Voice Response) system. Using voice response and a telephone key pad; payments, outage reporting, and more is at member’s fingertips anytime, anywhere. All of our account management options are also available online. Log in using a TCEC account number at www.tcec.com or download the TCEC FL mobile app to manage accounts on the go. Members can sign up for account alerts via text message or email and never have to worry if kWh usage has drastically increased, a payment was missed, or when an outage is restored. For the comfort of managing an account with a trained representative faceto-face, visit one of our five offices in Madison, Greenville, Perry, Monticello and Steinhatchee.

Energy Audits

Residential Energy Audits are available to our members at no cost. This service is designed to assist our members in improving their homes and helping them become more energy efficient. There are many factors that may trigger high energy use, the most common of which is extreme temperatures. If common explanations for high energy consumption still leave the member perplexed, we recommend they have a trained TCEC employee come out and perform an energy audit on the inside and outside of the residence. Their assessment will help to determine how much energy the home consumes, any problem areas that need correcting, and ways the member can make their home more energy efficient.

TCEC completed 187 Energy Audits in homes across our service territory in 2017. 9

Engineering a Powerful Future Safety Training

Safety is at the forefront of TCEC’s daily operations. We are committed to maintaining a culture of safety and achieving a best-in-class safety performance in our industry. Monthly safety meetings are held for all employees to attend or view remotely from their computers. Various safety topics are discussed, and trainings are conducted. Employees participate in drills and actively contribute to safety improvement planning to help educate their fellow employees about the dangers of the job and build on the importance of safety at the co-op and at home.

RESAP Certification

Being a lineman is considered one of the 10 most dangerous jobs in the world. Keeping our linemen — as well as all employees and members — safe is a top priority. TCEC earned it’s RESAP (Rural Electric Safety Achievement Program) certification in 2010. The RESAP program was founded by NRECA and promotes the highest standard of safety among electric cooperatives. TCEC is committed to safety at all levels of the co-op.

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Your Future Energy Resource Portfolio

We are always looking to the future to ensure that the electricity needs of our community will continue to be met. As the realities of energy change, so must the facilities that power our community. Seminole Electric Cooperative recently announced that they are removing one of their coal units from service approximately five years from now. To replace that energy source, Seminole will build a new plant in Palatka on the same site as the displaced coal unit — a combined-cycle facility that will provide approximately 1,050 megawatts of reliable electric generation. A balanced portfolio of energy resources means that TCEC member-consumers will continue to enjoy safe, reliable, and affordable electricity. These facilities, along with other purchased power including both solar and natural gas-fired resources, make up the energy portfolio that currently serves our member-consumers today and will continue to serve them in the years to come.

2018 FUEL MIX 4% 45%

51%

2023 FUEL MIX 4% 19% 77% Coal Natural Gas Renewables

Net Metering

As interest and accessibility to renewable energy increases, we will be here to help our members feel confident they are making the best decisions for their energy needs. Members generating electricity with roof-top or other solar arrays are interconnected to the co-op. Interconnected service uses net metering, which routes power through a single meter that measures the TCEC-delivered electricity the member receives and subtracts the amount of excess electricity that is not needed at the time of generation. This saves members the expense of purchasing an additional meter and allows them to receive a credit for the surplus energy. This also means that members’ homes can be seamlessly powered by both their solar-generated energy and the quality, reliable energy provided by the co-op.

Photo submitted by Nora Bryan

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Educating Future Members Energizing Education Scholarship

TCEC’s Energizing Education Scholarship, established by the Board of Trustees, was created in an effort to provide education support for qualified members and their families in Dixie, Jefferson, Madison and Taylor counties. High school seniors and nontraditional undergraduate students are eligible to apply. Scholarships up to $1,000 are awarded to students planning to continue their education at various accredited universities, community colleges, or technical colleges in the state of Florida. Applicants for the scholarship are evaluated not just on GPA or class rank, but on community service and extracurricular activities as well. An essay, letter of recommendation, and official transcript are among the required documents for the application. “$15,500 in scholarships were awarded this year to 18 deserving students,” says Kaitlynn Culpepper, Community Relations Director at TCEC. “Scholarships were presented at all of the high schools in three of the counties we serve, and we can’t wait to see what is in store for these future community leaders.”

In the Classroom

TCEC knows that the education of future employees and the safety of future members starts in the classroom. Time and resources are specifically dedicated to reaching young people in the classroom and teaching them to “Play it Safe” around electricity. This interactive safety demo can be customized for any age group and class size. Employees also work closely with classes focused on the utility industry. This past year we were able to offer in-class mentoring and project guidance to the MCHS Power & Energy Course. The material studied throughout this course is sure to give students a step up in their future careers in energy.

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2018 Youth Tour Participants: Ellie Cherry (James Madison Preparatory High School), Monsi Santillan-Rodriguez (JeffersonSomerset), Taylor Walker (Aucilla Christian Academy), Jalen Sanders (Madison County High School) and Noved Ahmed (Taylor County High School).

Youth Tour

National Rural Electric Cooperative (NRECA) brings thousands of high school students from across the United States together every summer for a week-long, once-in-a-lifetime experience: the Electric Cooperative Youth Tour. TCEC sponsors four to five high school juniors living in our service territory to attend the Youth Tour. Throughout the week, students have the opportunity to soak up our nation’s history, visit museums and monuments, tour the Capitol, and meet their congressman. Along the way they make lifelong friends and develop a new appreciation for their country. 2019 Youth Tour applications are due in December 2018. For more information visit www.tcec.com. 13

77th Annual Meeting SEPTEMBER 16, 2017

The 77th Annual Meeting of the members of Tri-County Electric Cooperative, Inc. was held Saturday, Sept. 16, 2017, in the Madison County High School gymnasium in Madison, Florida. Registration began at 9:00 a.m. While members were registering their attendance, the Trinity River Band from northeast Florida entertained. Following the music, a short video was presented showcasing the 2017 TCEC Energizing Education Scholarship program recipients and 2017 NRECA Washington, D.C., Youth Tour participants. The meeting was called to order by President Gary Fulford with the Taylor County High School Junior ROTC presenting the colors followed by the Pledge of Allegiance. Mr. John Flournoy, a 2017 TCEC Energizing Education scholarship recipient as well as a participant in the 2016 NRECA Washington, D.C., Youth Tour, gave the invocation. Mr. Fulford introduced the guests present as follows: Ms. Teresa Frederick, Special Assistant to Congressman Al Lawson; Ms. Betsy Barfield, Jefferson County Commissioner; Mrs. Lisa Johnson, CEO and General Manager of Seminole Electric Cooperative, Inc. (SECI) and her staff; Mr. Tracy Bensley, General Manager of Talquin Electric (TEC) and his staff; Mr. John Kimsey, Regional Vice President of National Rural Utilities Cooperative Finance Corporation (CFC); and Ms. Allison Carter, Lobbyist with Florida Electric Cooperatives Association (FECA). Mr. Fulford introduced the Board of Trustees of the Cooperative as follows: District 1, Mr. Junior Smith; District 2, Mr. Bobby Dodd; District 3, Mr. Donnie Waldrep; District 5, Mrs. Catherine Bethea; District 7, Mr. Albert Thomas, Jr.; District 8, Mr. Malcolm V. Page; District 9, Mr. Elmer Coker; and himself, District 6, Gary Fulford. He announced to the members that District 4 trustee Mr. George Webb was unable to attend the meeting today. He further introduced CEO Julius Hackett and Attorney Dylan Rivers from the firm Ausley and McMullen in Tallahassee, Florida. Mr. Fulford asked for a round of applause for the guests and trustees. Mr. Fulford then asked District 8 trustee Malcolm V. Page to stand and proceeded to present him with a plaque and words of appreciation for his 24 years of service to the membership. He said that Mr. Page had announced his decision to retire at the conclusion of the Annual Meeting. Mr. Page then thanked his fellow trustees and the members present for the opportunity to serve on the board for the last 24 years. He expressed well wishes for the incoming District 8 trustee. The audience and board of trustees gave Mr. Page a hearty round of applause.

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Mr. Fulford began his address by thanking the members who came to celebrate the 77th year of the operation of Tri-County Electric Cooperative. He reminded the audience that the spirit that helped to create the cooperative must be continually nurtured, and although times and technology will continue to change, the board of trustees’ commitment to the members will not. He said with members’ continued support, the cooperative’s impact on the lives of the members and communities will grow. And as the future evolves, members can be confident knowing their electric cooperative will commit to exploring ways to help them and the community. As he concluded his remarks, he noted the number of members present today was proof that when communities unite with a single focus that mountains can be moved, or at least rise over them with miles of line and courage of hope. Mr. Fulford then welcomed to the podium the CEO of Tri-County Electric Cooperative, Mr. Julius Hackett. Mr. Hackett spoke of the days leading up to the Annual Meeting. He observed that as Hurricane Irma increased in size and intensity, cooperative employees went to work getting prepared. He stated 90% of the cooperative’s power system was without power after the hurricane, and of the 18,000 meters served, 16,000 of those meters were off. He happily reported that all outages from the storm had been restored as of Friday night, and although the outages were over, the cooperative’s line crews were still working to clean up the service territory. Mr. Hackett remarked on the immense experience cooperative employees have working together during storms and how well they recognize each other’s strengths and weaknesses. He said the co-op family isn’t limited to its employees but rather it extends to over 900 electric cooperatives in the United States, and after management realized help was necessary to restore the power following the storm, fellow co-ops from Texas, Missouri, Mississippi, Alabama and Tennessee answered the call for help. He thanked those fellow co-ops who share the same goals of TCEC. Mr. Hackett explained the restoration process following a large power outage. Although it may not be convenient for everyone, restoration is a well-thoughtout process on how to get the power back on to the largest number of people at a time. He shared how disappointing it had been just two days earlier when he came home one evening to find the power restored to his hometown of Monticello, only to turn onto his street to find the power still out on his street. Although disappointed, when looking at the big picture and knowing what people were dealing with in the Florida Keys, Tampa and Live Oak, being one of the last homes in Monticello without power didn’t seem so bad. Mr. Hackett said that holding the annual meeting

requires a lot of manpower, and he thanked Mr. Tracy Bensley, General Manager of Talquin Electric Cooperative and his employees; Mrs. Lisa Johnson, CEO of Seminole Electric Cooperative and her employees; Mr. Tommy Hardee, the Madison County Supervisor of Elections; and the many spouses of employees who volunteered to help out with the Annual Meeting. He thanked the TCEC employees for always being up for a challenge and going the extra mile. In closing, Mr. Hackett reminded the members they are the owners of the cooperative, that they are recognized as the bosses, and that the cooperative is here to work for them. Next, Miss Liberty Blair, the 2017 TCEC drawing contest winner was escorted to the stage where President Gary Fulford presented her with a framed copy of the 2017 Tri-County Rural Living Annual Report featuring her drawing on the cover. Mr. Fulford then introduced the guest speaker, Mrs. Ladonna Gatlin, a motivational speaker and singer. Mrs. Gatlin entertained the membership with humorous stories and songs. Cooperative Attorney, Dylan Rivers, called the business session to order. As the first order of business, Mr. Rivers called upon Mrs. Catherine Bethea, Secretary-Treasurer of the Cooperative, for a report on the quorum. Mrs. Bethea reported that the presence of 128 members of the Cooperative was necessary to constitute a quorum for the transaction of business, and that at 9:45 a.m., 448 members of the Cooperative had officially registered their attendance. Mrs. Bethea declared that a quorum was present for the transaction of business of the Cooperative. The second order of business was the Official Notice. Mr. Rivers announced that a copy of the Official Notice of the Annual Meeting of the members of the Cooperative was mailed to each member of the Cooperative at the address of such member, as shown on the records of the Cooperative, by depositing such notice in the U.S. Mail at Blountstown, Florida, on Aug. 28, 2017, postage prepaid. No one objected to the form or time of the notice and reading of the notice was waived by motion duly made, seconded and carried. Mr. Rivers then stated the next order of business was the reading of the minutes of the 2016 Annual Meeting of the members of the Cooperative and their approval by the membership if the same were found to be in order. These minutes were published in the September Tri-County Annual Report and mailed to each member. Upon the motion duly made, seconded and unanimously carried, the reading of the Official Minutes of the 2016 Annual Meeting of the members of the Cooperative was waived, and the minutes of such meeting as published in the Tri-County Annual Report, and as set out in the official records of the Cooperative were approved. Mrs. Catherine Bethea was called upon to give the Treasurer’s Report. She reminded the members in the audience that the financial statements of the Cooperative were printed in the September 2017, Tri-County Annual Report, which was mailed to each member for examination prior to the Annual Meeting. Mrs. Bethea reported that the Cooperative’s 2016 Financial Report was prepared by Nichols, Cauley and Associates, CPAs, with no instance of non-compliance reported. She pointed out the most significant financial highlights for 2016 reflected the year ending with net margins from operations of $1.8 million, revenues of

$38.9 million and operating expenses of $35.9 million. There was a slight increase in energized meters ending the year with 17,932 energized meters. She reported that the Cooperative continues to make major investments in the electric utility plant that included a newly constructed substation located on Hwy. 6 in Madison, the rebuilding of 12 miles of transmission infrastructure in northeastern Madison County, and that both projects were designed to enhance reliability. The cooperative continues to invest in technology upgrades, poles, wires and substation equipment that resulted in a yearending plant value of $89.4 million. Further, overall the financial condition of the Cooperative remains strong. As a display of this fiscal strength the Board of Trustees voted to retire over $1.2 million in capital credits last year and returned those dollars back to the membership. Mr. Rivers then said the next order of business was the election of trustees from districts 7, 8 and 9 to serve for a term of three years. He reminded the membership that according to Article 3 Section 7(a) of the Tri-County Electric Cooperative Bylaws, district meetings were held in July for the purpose of nominating candidates for trustee and that Article III Section 7(b) provides an additional method for nominating a candidate for trustee. Under Section 7(b) a member can indicate his or her intent to nominate a candidate for trustee from the floor during the annual meeting by filing their intent at least 15 days prior to the annual meeting. DISTRICT NO. 7 Mr. Albert Thomas, Jr. being selected as the district’s official candidate at the duly-called District Meeting of District 7, and no intention to make additional nomination from the floor for Trustee of District 7 being filed as required by the Bylaws of the Cooperative, was elected by a vote of acclamation. DISTRICT NO. 8 Mr. Johnny Edwards being selected as the district’s official candidate at the duly-called District Meeting of District 8, and no intention to make additional nomination from the floor for Trustee of District 8 being filed as required by the Bylaws of the Cooperative, was elected by a vote of acclamation. DISTRICT NO. 9 Mr. Elmer Coker being selected as the district’s official candidate at the duly-called District Meeting of District 9, and no intention to make additional nomination from the floor for Trustee of District 9 being filed as required by the Bylaws of the Cooperative, was elected by a vote of acclamation. Mr. Rivers then opened the floor for any unfinished business of the Cooperative which should come before the meeting. There being no unfinished business to come before the meeting, the floor was then opened for any new business of the Cooperative which should come before the membership of the Cooperative at this Annual Meeting. There being no being no new business to come before the meeting, upon a motion duly made, seconded and unanimously carried, the Annual Meeting of the membership of Tri-County Electric Cooperative, Inc. was duly adjourned at 11:17 a.m., Saturday, Sept. 16, 2017. Thereafter, a drawing for prizes was held. Gary Fulford, President Catherine Bethea, Secretary-Treasurer

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2018 TCEC

ANNUAL MEETING OFFICIAL NOTICE The Annual Meeting of the members of TriCounty Electric Cooperative, Inc. will be held on Saturday, Sept. 15, 2018, at the Madison County High School gymnasium located on the campus of Madison County High School, 2649 US 90, Madison, Florida. Registration begins at 9:00 a.m. and the business meeting will convene at 10:00 a.m. The following matters will be brought before and considered at this Annual Meeting: I. Any business listed in Section 8 of ARTICLE III of the By-Laws of Tri-County Electric Cooperative, Inc. II. At this Annual Meeting, Trustees are to be

elected from districts 1, 2 and 4 to serve for a term of three years. The following members have been nominated, pursuant to the Bylaws of the Cooperative, as candidates for Trustee of the districts indicated. District No. 1...........Junior Smith District No. 2...........Bobby Dodd District No. 4...........George Webb III. Proposed Amendments to the Bylaws of Tri-County Electric Cooperative, Inc. IV. A number of valuable prizes will be given away at this meeting and all members are urged to attend this Annual Meeting of the Cooperative.

THIS OFFICIAL NOTICE OF ANNUAL MEETING DATED this 29th day of August 2018. Catherine Bethea, Secretary, Tri-County Electric Cooperative, Inc.

Proposed Amendments to the Bylaws of Tri-County Electric Cooperative, Inc.: [Additions are indicated by underline; deletions by strikeout] ARTICLE III MEETINGS OF MEMBERS Section 1. Annual Meeting. The annual meeting of the members shall be held on the third Saturday in September of each year beginning with the year 1941, at such place in the County of Madison, Jefferson or Taylor of the State of Florida, as shall be designated in the notice of the meeting, for the purpose of announcing Board of Trustees electing trustees, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative. Section 7. Nomination and Election of Trustees. (a) Election Notice and Nomination at District Meetings. Not less than thirty days nor more than sixty days before the annual meeting of the members any meeting at which trustees are to be elected, the Board of Trustees shall call a separate meeting of the members of each district at a suitable place in such district for the purpose of selecting one two persons as candidates for trustee to represent the members located within such district. The notice of such meeting shall be delivered to each member located in such district as provided in Section 3

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of this Article and shall indicate the district to which such member belongs. The notice shall state that an election nominations for of their trustees to represent their District is are to be made at the meeting. The meeting shall, however, be open for discussion of any other matters pertaining to the business of the Cooperative, regardless of whether or not such matters were listed in the notice of the meeting, and recommendations with respect thereto may be submitted to the Board of Trustees or the entire membership. (a) (b) In order for a Any member to be nominated at a district meeting for the position who intends to seek a nomination to be a candidate for of trustee (including incumbent trustees) his or her name and intent to run for such position must notify be received by the Cooperative in writing at its headquarters in Madison, Florida at least 21 days before the district meeting at which nominations for trustee are to be made. After receiving such written notice, the Cooperative will confirm that the member is a resident of the district for which he/she intends to be a candidate for trustee, and is otherwise qualified to be a trustee. In the event that the member is not qualified to be a trustee, the Cooperative will notify the member of this in writing prior to the district meeting

at which elections nominations for trustee are to be made. The Secretary of the Cooperative shall, prior to the district meeting, certify the names of all prospective candidates who shall satisfy the said requirements. The district meeting shall be called to order by the trustee representing the district or by another designated representative of the Board of Trustees, or, in his absence, by any member residing within the district. The members shall then proceed to elect a chairman, who shall be someone other than a trustee, and who shall appoint a secretary to act for the duration of the meeting. Fifteen members residing in the District present at such duly called district meeting shall constitute a quorum. provided, however, that members casting votes during voting hours in an election of trustees shall be counted as present in person for the determination of a quorum as provided by law. Members of other districts present at the meeting may be heard but shall have no vote. Only those persons who have been certified by the Secretary as provided in Section 7 (b) hereof, shall be considered nominated and eligible for election at the meeting. Nominations for candidates for trustee shall be made from the floor at the meeting, and any member residing in the district shall have the right to nominate one candidate. The meeting shall remain open for nominations until no further nominations are forthcoming. Candidates must be members residing in the district and must be certified as required by paragraph (b) of this section and possess the qualifications for trustee specified in Section 2 of Article IV of these bylaws. (c) Voting shall be by ballot. Each member may vote for one candidate. The If more than one candidate is nominated, the two candidates receiving the highest number of votes shall be declared the trustee official candidates of the district. The minutes of such district meeting shall set forth, among other matters, the name of each person nominated at the meeting and the number of votes received by each, and shall specify the two trustee official candidates of the district. A certified copy of the minutes, signed by the secretary and the chairman of the district meeting, shall be delivered to the Secretary of the Cooperative within five days after such district meeting. (d.) Election of Trustees. Not less than ten days before an annual or special meeting of the members at which trustees are to be elected, the Secretary of the Cooperative shall mail to each member a list of the trustees candidates selected at all district meetings, the names to be arranged by districts and in the order of preference indicated by the respective district vote. This list may be included with the notice of the meeting. (e) In the event the election of a trustee does not occur on the day designated herein for the district meeting due to being unable to establish a quorum at the district meeting, the election of those qualified candidate(s) for trustee shall occur at the annual meeting of the members. (b) (f) At the meeting the Secretary of the Cooperative shall place in nominations the names of the official candidates of each district. Additional candidates nominations for trustees for a particular district may be elected made from the floor at the annual meeting; provided, no trustee was elected during a district meeting causing the district to be without a trustee-elect. In order for a member to seek election at the annual meeting however, that the person making the nominations must his or her name and intent to run for such position must be received by the Cooperative, reside in the same voting district as the person whose name he places in nomination and provided further, that any member desiring to

make an additional nomination for trustee from the floor must, at least fifteen (15) days prior to the an Annual or Special Meeting of the members at which a trustees are to will be elected. After receiving such written notice, the Cooperative will confirm that the member is a resident of the district for which he or she intends to be a candidate for trustee, and is otherwise qualified to be a trustee. In the event that the member is not qualified to be a trustee, the Cooperative will notify the member in writing. The Secretary of the Cooperative shall, prior to the annual meeting, certify the names of all prospective candidates who shall satisfy the said requirements. , file at the Main Headquarters Building of the Cooperative in Madison County, Florida, with the Secretary of the Cooperative, or a person designated in writing by the Secretary of the Cooperative, a written statement of the intention of such member to make such additional nominations from the floor and list in such written statement the name of the member he intends to nominate from the floor. Election of trustees shall be by printed or xerographically prepared ballot. The ballots shall list the candidates selected at the district meetings, the names to be arranged by districts and in the order of preference indicated by the respective district vote. A candidate nominated from the floor of the meeting may be voted for by writing in the name of such candidate beneath the names of the official candidates of the particular district. Each member of the Cooperative present at the meeting shall be entitled to vote for one candidate from the district in which he receives service. The candidate from each district receiving the highest number of votes at this meeting shall be considered elected as trustee. Section 8. Order of Business. The order of business at the annual meeting of the members and, so far as possible at all other meetings of the members, shall be essentially as follows: a. Report as to the number of members present in order to determine the existence of a quorum. b. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be. c. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon. d. Presentation and consideration of reports of officers, trustees and committees. e. Announcement Election of trustees. f. Unfinished business. g. New business. h. Adjournment. ARTICLE IV TRUSTEES Section 2. Qualification and Tenure. The persons named as trustees in the articles of incorporation shall compose the Board of Trustees until the first Annual Meeting or until their successors shall have been elected and shall have qualified. If the election of trustees shall not be held on the day designated herein for the District Annual Meeting, or at any adjournment thereof, the Board of Trustees shall cause the election to be held at the annual or a special meeting of the members as soon thereafter as conveniently may be. Trustees shall be elected by ballot at each District Annual Meeting of the members beginning with the year 1941 2019, by and from the members, to serve the established term of office or until the next Annual Meeting of the members or until their successors shall have been elected and shall have qualified.

For more information visit tcec.com/proposed-bylaw-amendment

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TRI-COUNTY ELECTRIC COOPERATIVE, INC. FLORIDA 28 MADISON Statements of Cash Flows Years Ended December 31, 2017 and 2016

TRI-COUNTY ELECTRIC COOPERATIVE, INC. FLORIDA 28 MADISON Balance Sheets December 31, 2017 and 2016

  2017    2016  Cash flow from operating activities: Net margins $ 1,707,261 $ 1,834,576 Noncash income and expenses included in net margins: Depreciation and amortization 3,415,382 3,182,101 G & T and other capital credits (706,135) (621,118) Provision for losses on accounts receivable (35,000) 95 Loss (gain) on disposal of plant (12,020) 463 Decrease (increase) in: Accounts receivable and unbilled electric revenue (852,730) 177,059 Temporary Investments Other current assets (53,013) 42,343 Deferred debits/credits 5,662 37,792 Increase (decrease) in: Accounts payable (93,934) 544,147 Other current liabilities 112,948 245,440 Deferred credits 29,699 — Cash flows provided by operating activities 3,458,722 5,442,898 Cash flows from investing activities: Construction and acquisition of plant (6,408,950) (7,114,464) Plant removal costs (391,601) (443,219) Materials salvaged from retirements 20,913 36,032 Increase in materials and supplies 15,276 26,545 Proceeds from disposal of plant 95,666 22,233 Proceeds from retirement of associated organizations patronage 79,531 74,912 Cash flows used by investing activities (6,589,165) (7,397,961) Cash flows from financing activities: Retirements of patronage capital credits (842,262) (1,145,764) Proceeds from long term debt 4,000,000 3,515,000 Payments on long-term debt (2,209,126) (2,114,799) Payments on capital lease obligations (127,869) (92,780) Advances on lines-of-credit, net 2,338,987 — Increase (decrease) in: Membership fees 1,110 565 Consumer deposits 11,861 13,910 Cash flows provided by financing activities 3,172,701 176,132 Net change in cash and cash equivalents 42,258 (1,778,931) Cash and cash equivalents beginning of year 1,375,817 3,154,748 Cash and cash equivalents end of year $ 1,418,075 $ 1,375,817

  2017    2016  ASSETS Electric plant: In service - at cost $ 105,038,829 99,936,128 Construction work in progress 3,731,516 3,517,907 108,770,345 103,454,035 Less - Accumulated provisions for depreciation and amortization 29,334,656 27,477,672 79,435,689 75,976,363 Other investments: Investments in associated organizations 8,776,683 8,150,079 Current assets: Cash and cash equivalents: Cash 1,418,075 1,375,817 Accounts receivable (less allowance for accounts of $206,684 in 2017 and $252,626 in 2016) 2,267,252 1,379,522 Unbilled electric revenue 1,450,000 1,450,000 Materials and supplies (at avg. cost) 386,154 401,430 Other current assets 81,948 28,935 5,603,429 4,635,704 Deferred debits 637,864 643,526 Total assets $ 94,453,665 $ 89,405,672

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EQUITIES AND LIABILITIES Equities Membership fees $ 64,870 $ 63,760 Patronage capital 34,807,130 34,211,360 Other 1,077,659 808,430 35,949,659 35,083,550 Long-term debt, net of current maturities: Mortgage notes 47,974,875 46,127,033 Capital leases 367,557 339,194 48,342,432 46,466,227 Current liabilities: Current maturities of long-term obligations 2,299,912 2,334,396 Lines-of-credit 2,338,987 — Accounts payable 2,484,769 2,578,703 Consumer deposits 1,150,047 1,138,186 Other 1,772,206 1,659,258 10,045,921 7,710,543 Deferred credits 115,653 145,352 Total equities and liabilities $ 94,453,665 $ 89,405,672

TRI-COUNTY ELECTRIC COOPERATIVE, INC. FLORIDA 28 MADISON Statements of Revenues Years Ended December 31, 2017 and 2016

  2017 

Operating revenues

$ 38,583,804 $ 38,924,731

Operating expenses: Cost of power Transmission Distribution operations Distribution maintenance Consumer accounts General and administrative Depreciation and amortization

  2016 

22,553,935 23,317,881 12,111 30,676 2,323,465 2,331,938 3,641,574 3,252,703 1,433,743 1,464,483 2,603,168 2,595,950 3,165,606 2,949,148

35,733,602 35,942,779 Operating margins before interest expense 2,850,202 2,981,952 Interest expense

1,915,654 1,829,529

Operating margins after interest expense

934,548

1,152,423

G & T and other capital credits

706,135

621,118

Nonoperating margins

66,578 61,035

Net margins

$ 1,707,261 $ 1,834,576

Auditor’s Report

The independent accounting firm of Nichols, Cauley and Associates, LLC, Warner Robins, Ga., audited the financial statements of Tri-County Electric Cooperative, Inc., which comprise the balance sheets as of Dec. 31, 2017 and 2016, and the related statements of revenues, changes in equities, and cash flows for the years then ended, and the related notes to the financial statements. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tri-County Electric Cooperative, Inc. as of Dec. 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Photo by Renata Keeling

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2862 West US 90 Madison, FL 32340

TCEC Staff

Julius Hackett, Chief Executive Officer Jeff Brewer, Vice President of Engineering Stephanie Carroll, Vice President of Corporate Services Eileen Herndon, Executive Assistant Darrell Tuten, Vice President of Operations Wendell Williams, Vice President of Finance Tri-County Electric Cooperative Rural Living, the voice of your member-owned electric cooperative, is published bimonthly — more if necessary — at no subscription cost to the membership. The publication team is comprised of TCEC employees in partnership with Curtis Media. Postage is paid at Blountstown, Fla.

Publication Team

Julius Hackett, Chief Executive Officer Eileen Herndon, Executive Assistant Kaitlynn Culpepper, Community Relations Director

Publisher

Curtis Media Michael Curtis & Staff

1-800-999-2285 www.tcec.com