DEF 14A 1 c72156def14a.htm SCHEDULE 14A Filed by Bowne Pure Compliance


 

(CENTRAL LOWA ENERGY LOGO)
3426 E. 28th Street N.
Newton, Iowa 50208
NOTICE OF ANNUAL MEETING OF MEMBERS AND IMPORTANT
NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS
FOR THE MEMBER MEETING TO BE HELD ON MARCH 10, 2008
To our Members:
The 2008 Annual Meeting of Members (the “2008 Annual Meeting”) of Central Iowa Energy, LLC (the “Company”) will be held on Monday, March 10, 2008, at the DMACC Sodhexo Conference Center, 600 N. 2nd Ave. West, Newton, Iowa 50208. Registration for the Annual Meeting will begin at 5:30 p.m. The 2008 Annual Meeting will commence at approximately 6:30 p.m. The purposes of the meeting are to: (1) elect twelve (12) Directors to our Board of Directors; (2) approve the proposed amendments to the Operating Agreement; and (3) transact such other business as may properly come before the 2008 Annual Meeting or any adjournments thereof. The Board of Directors recommends a vote FOR the election of its nominees for Directors and FOR the amendments to the Operating Agreement.
  This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting;
  The proxy statement, proxy card and annual report to Members are available at www.centraliowaenergy.com under the “Proxy Materials” tab; and
  If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy by calling our office at (641) 791-1010 or emailing Teresa Arrowood at teresa.arrowood@centraliowaenergy.com on or before Monday, March 3, 2008, to facilitate timely delivery.
If you have any questions regarding the information in the proxy statement or completion of the proxy card located on our website at www.centraliowaenergy.com under the “Proxy Materials” tab, or if you need directions to attend the meeting and vote in person, please call Teresa Arrowood in our office at (641) 791-1010 or email her at teresa.arrowood@centraliowaenergy.com.
Only Members listed on the Company’s records at the close of business on January 30, 2008 are entitled to notice of the 2008 Annual Meeting and to vote at the 2008 Annual Meeting and any adjournments thereof. For your proxy card to be valid, it must be received by the Company no later than 5:00 p.m. on Friday, March 7, 2008.

 

 


 

All Members are cordially invited to attend the 2008 Annual Meeting in person. However, to assure the presence of a quorum, the Board of Directors requests that you promptly sign, date and return the proxy card, which is solicited by the Board of Directors, whether or not you plan to attend the meeting. The proxy card will not be used if you attend and vote at the meeting in person. You may fax the proxy card to the Company at (641-791-1192) or mail it to us at 3426 E. 28th Street N., Newton, Iowa 50208.
By order of the Board of Directors,
James Johnston
Chairman of the Board
Newton, Iowa
January 30, 2008

 

 


 

CENTRAL IOWA ENERGY, LLC
3426 E. 28th Street N.
Newton, Iowa 50208
 
Proxy Statement
Annual Meeting of Members
Monday, March 10, 2008
6:30 p.m.
 
The enclosed proxy is solicited by the Board of Directors of Central Iowa Energy, LLC (the “Company” or “Central Iowa Energy”) for use at the 2008 Annual Meeting of Members of the Company to be held on Monday, March 10, 2008 (the “2008 Annual Meeting”), and at any adjournment thereof. The 2008 Annual Meeting will be held at the DMACC Sodhexo Conference Center, 600 N. 2nd Ave. West, Newton, Iowa 50208. Registration for the meeting will begin at 5:30 p.m. The Annual Meeting will commence at approximately 6:30 p.m. This solicitation is being made by posting on the Company’s website (www.centraliowaenergy.com); however, the Company may also use its officers, Directors, and employees (without providing them with additional compensation) to solicit proxies from Members in person or by telephone, facsimile or letter. Distribution of this proxy statement and the proxy card via access on the Company’s website (www.centraliowaenergy.com) is scheduled to begin on or about January 30, 2008, and delivery of the proxy card via U.S. Mail is scheduled to begin on or about February 9, 2008.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Q:   Why did I receive this proxy statement?
 
A:   The Company is soliciting your proxy vote at the 2008 Annual Meeting because you were a Member of the Company at the close of business on January 30, 2008, the record date, and are entitled to vote at the meeting.
 
Q:   When and where is the 2008 Annual Meeting?
 
A:   The 2008 Annual Meeting will be held on Monday, March 10, 2008 at the DMACC Sodhexo Conference Center, 600 N. 2nd Avenue, West, Newton, Iowa 50208. Registration for the meeting will begin at 5:30 p.m. The Annual Meeting will commence at approximately 6:30 p.m.
 
Q:   What am I voting on?
 
A:   You are voting on:
    The election of four (4) Group I Directors;
 
    The election of four (4) Group II Directors;
 
    The election of four (4) Group III Directors; and
 
    The approval of two (2) amendments to the Operating Agreement.
The Board of Directors recommends a vote FOR the election of its nominees for Directors and FOR the amendments to the Operating Agreement.

 

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Q:   What is the effect of the amendments to the Operating Agreement if passed?
 
    There are two proposed amendments to the Operating Agreement.
 
    The approval of the first amendment to the Operating Agreement will allow the Board of Directors to reduce or increase the number of Directors without a vote of the members, so long as the number stays within a range of 7 to 13 Directors. This will allow the Board of Directors to reduce the number of Directors prior to the 2009 Annual Meeting. If this amendment is not approved, then the Board of Directors will remain at 12 Directors and a future increase or decrease in the number of Directors would have to be approved at a future meeting of the members.
 
    The approval of the second amendment will allow both the offices of President/CEO and Chairman of the Board to be held by one person. If this amendment is not approved, someone other than the Chairman of the Board must continue to be appointed as President/CEO of the Company.
 
Q:   How many votes do I have?
 
A:   On any matter which may properly come before the meeting, each Member entitled to vote will have one vote for each membership unit owned of record by such Member as of the close of business on January 30, 2008.
 
Q:   Do I have dissenters’ rights?
 
A:   Pursuant to Section 6.15 of the Operating Agreement, Members have no dissenters’ rights. Dissenters’ rights are generally the right of a security holder to dissent from and obtain the fair value of their securities in certain events, such as mergers, share exchanges, and certain amendments to certain types of company’s organizational documents of a company.
 
Q:   What is the voting requirement to elect the Directors?
 
A:   In the election of Directors, the four nominees in Group I, the four nominees in Group II and the four nominees in Group III receiving the greatest number of votes relative to the other nominees in the group will be elected. The presence (in person or by proxy) of Members representing an aggregate of at least twenty-five percent (25%) of the Membership Voting Interests is required for the election of Directors.
 
Q:   What is the voting requirement to approve the amendments to the Operating Agreement?
 
A:   Provided a quorum of at least twenty-five percent (25%) of the Membership Voting Interests is present (in person or by proxy), the affirmative vote by a majority of the Membership Voting Interests represented at the 2008 Annual Meeting (whether in person or by proxy) will result in the amendments being approved.
 
Q:   How many membership units are outstanding?
 
A:   At the close of business on January 30, 2008, there were 26,672 outstanding membership units. This means that there may be 26,672 votes on any matter.
 
Q:   What is the effect of an abstention?
 
A:   Abstentions will be counted when determining whether a quorum is present. Abstentions for Director elections, however, will not be counted either for or against any nominee because Directors are elected by plurality vote, meaning that the nominees receiving the most votes relative to the other nominees in the group will be elected. Because amendments to the Operating Agreement must be approved by the affirmative vote of a majority of the Membership Voting Interests represented at the 2008 Annual Meeting, abstentions will not be counted as a vote for approval of the amendments.

 

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Q:   How do I vote?
 
A:   Membership units can be voted only if the holder of record is present at the 2008 Annual Meeting either in person or by proxy. You may vote using any of the following methods:
    Proxy Card. The enclosed proxy card is a means by which a Member may authorize the voting of his, her, its or their membership units at the 2008 Annual Meeting. The membership units represented by each properly executed proxy card will be voted at the 2008 Annual Meeting in accordance with the Member’s directions. The Company urges you to specify your choices by marking the appropriate boxes on your proxy card. After you have marked your choices, please sign and date the proxy card and mail the proxy card to the Company at 3426 E. 28th St. N, Newton, Iowa 50208 or fax the proxy card to the Company at (641) 791-1192. In order for your vote to count, the Company must receive it by 5:00 p.m. local time on Friday, March 7, 2008.
 
    In person at the 2008 Annual Meeting. All Members of record as of January 30, 2008 may vote in person at the 2008 Annual Meeting.
    If membership units are owned jointly by more than one person, both persons must sign the proxy card in order for the units to be counted in the election of Directors or for the approval of the amendments to the Operating Agreement.
 
Q:   What can I do if I change my mind after I vote my units?
 
A:   You may revoke your proxy by:
    Voting in person at the 2008 Annual Meeting;
 
    Giving personal or written notice of the revocation, which is received by James Johnston, Chairman of the Company’s Board of Directors, at the Company’s offices at 3426 E. 28th Street N., Newton, Iowa 50208 by 5:00 p.m. local time on Friday, March 7, 2008; or
 
    Giving personal or written notice of the revocation to the Company’s Secretary, Jeremie Parr, at the commencement of the 2008 Annual Meeting.
Q:   What happens if I mark too few or too many boxes on the proxy card?
 
A:   If you do not mark any choices for Group I, Group II or Group III Directors on the proxy card, then your votes will be deemed a vote FOR those nominees recommended for election by the Board of Directors. If you mark fewer than four (4) choices for Group I Directors, fewer than four (4) choices for Group II Directors, or fewer than four (4) choices for Group III Directors, the proxies will vote your units ONLY for the persons you mark as your choices. If you vote for more than four (4) nominees in any group of nominees, then your votes will be counted as voting FOR those nominees recommended for election by the Board of Directors.
 
    If you fail to mark a vote, then the proxies solicited by the Board of Directors will be voted FOR the amendments to the Operating Agreement. If you only mark a choice on the proxy card with respect to one of the two proposed amendments, then the proxies will vote your units ONLY for the item you chose. If you do not submit a proxy card or attend the meeting, or if you abstain from voting, your vote will not be counted as a vote to approve the amendments.

 

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    If you mark contradicting choices on your proxy card, such as a mark both for and against a proposed amendment to the operating agreement, then your units will not be counted either for or against such proposal. Your units will be included in the determination of whether a quorum is present even if you abstain from voting. If you do not submit a proxy card or attend the meeting, your units will not be counted as present at a meeting for purposes of determining whether a quorum is present.
 
Q:   Who can attend the 2008 Annual Meeting?
 
A:   All Members as of the close of business on the record date, which is January 30, 2008, may attend the 2008 Annual Meeting.
 
Q:   What is the Record date for the 2008 Annual Meeting?
 
A:   January 30, 2008.
 
Q:   Who will count the votes?
 
A:   All votes will be tabulated by the inspector of election appointed for the Annual Meeting, which will be an adminstrative employee of the Company. The inspector of election will separately tabulate affirmative and negative votes and abstentions. The Company’s Secretary, Jeremie Parr, will supervise the process.
 
Q:   What constitutes a quorum?
 
A:   The presence in person or by proxy of persons holding at least 25% of the issued and outstanding units is required to constitute a quorum. Because on January 30, 2008 the Company had 26,672 issued and outstanding membership units, the presence of 6,668 membership units will constitute a quorum for the election of Directors and approval of the amendments to the Operating Agreement. If you submit a proxy or appear at the meeting, then your units will be counted in determining whether a quorum is present at the 2008 Annual Meeting.
 
Q:   Who is paying for this proxy solicitation?
 
A:   The entire cost of this proxy solicitation will be borne by the Company. The cost will include the cost of supplying necessary additional copies of the solicitation materials for beneficial owners of membership units held of record by brokers, dealers, banks and voting trustees and their nominees and, upon request, the reasonable expenses of such record holders for completing the mailing of such material and report to such beneficial owners.
 
Q:   How do I nominate a candidate for election as a Director at next year’s Annual Meeting?
 
A:   The Group I Directors will stand for election at the 2009 Annual Meeting. Nominations for Director seats are made by the Board of Directors or by a nominating committee appointed by the Board of Directors. In addition, a Member may nominate a candidate for Director by following the procedures explained in this proxy statement on Page 20 and Section 5.3 of the Operating Agreement, as may be amended from time to time. Section 5.3 of the Operating Agreement requires that written notice of a Member’s intent to nominate an individual for Director must be given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than 60 days nor more than 90 days prior to the annual meeting of the Company. At this time, we anticipate that the 2009 Annual Meeting will be held on approximately March 9, 2009.

 

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Q:   What is a Member proposal?
 
A:   A Member proposal is your recommendation or requirement that the Company and/or the Board of Directors take action, which you intend to present at a meeting of the Company’s Members. Your proposal should state as clearly as possible the course of action that you believe the Company should follow. If your proposal is included in the Company’s proxy statement, then the Company must also provide the means for Members to vote on the matter via the proxy card. The deadlines and procedures for submitting Member proposals are explained below on Page 20 of this proxy statement. The Company reserves the right to reject, rule out of order, or take appropriate action with respect to any proposal that does not comply with these and other applicable requirements.
 
Q:   When are Member proposals and Director nominations due for the 2009 Annual Meeting?
 
A:   We intend to hold our 2009 Annual Meeting on or about March 9, 2009. In order to be considered for inclusion in next year’s proxy statement, Member proposals must be submitted in writing to the Company by November 10, 2008. The Company suggests that proposals for the 2009 Annual Meeting of Members be submitted by certified mail, return receipt requested. The proposal must be in accordance with the provision of Rule 14a-8 promulgated by the Securities and Exchange Commission under the Exchange Act of 1934.
 
    Members who intend to present a proposal at the 2009 Annual Meeting of Members without including such proposal in the Company’s proxy statement must provide the Company notice of such proposal no later than January 23, 2009. The Company reserves the right to reject, rule out of order, or take appropriate action with respect to any proposal that does not comply with these and other applicable requirements.
 
    If the Company does not receive notice of a Member proposal intended to be submitted to the 2009 Annual Meeting of Members by January 23, 2009, the persons named on the proxy card accompanying the notice of meeting may vote on any such proposal in their discretion only if the Company includes in its proxy statement an explanation of its intention with respect to voting on the proposal. See page 20 of this proxy statement for further discussion on member proposals and Director nominations.

 

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PROPOSALS TO BE VOTED UPON
PROPOSAL 1
Approval of Amendment #1 to Operating Agreement
to Allow the Board of Directors to Increase or Decrease the Number of Directors within the Range of 7-13
Directors
The Company currently has 12 Directors. Currently, the Operating Agreement provides that there must be 7 to 13 Directors and that any change in the number of Directors within that range must be approved by the Members. However, because the Company’s plant has been operating for many months and is no longer under development, the Board of Directors believes that 12 Director positions may no longer be necessary in the future. The Board believes that it may be able to more efficiently manage the affairs of the Company if it had a fewer number of Directors on the Board. Accordingly, as the Company’s needs change, the Board would like the flexibility to increase or decrease the number of Directors within the range of 7 to 13, as currently provided in the Operating Agreement, without requiring a vote of the Members. If this amendment is approved at the 2008 Annual Meeting, the Board anticipates reducing the number of Directors to be elected at future annual meetings.
Accordingly, it is proposed that the Company amend the Operating Agreement to replace the following Section 5.2 in its entirety:
5.2 Number of Total Directors. The total number of Directors of the Company shall be a minimum of seven (7) and a maximum of Thirteen (13). The Members may increase or decrease the number of Directors last approved and may change from a variable range to a fixed number or vice versa by majority vote at any annual or special meeting.
With (bolded language reflects the change):
5.2 Number of Total Directors. The number of Directors of the Company shall be a minimum of seven (7) and a maximum of thirteen (13); and the number of Directors may be fixed or changed from time to time, within that variable range, by the Directors. The Members may increase or decrease the number of Directors last approved and may change from a variable range to a fixed number or visa versa by the affirmative vote of a majority of the Membership Voting Interests represented at an annual or special meeting of the Members (in person, by proxy, or by mail ballot).
Required Vote and Board Recommendation
If a quorum is present, the affirmative vote of a majority of the Membership Voting Interests represented at the 2008 Annual Meeting (in person or by proxy) and entitled to vote on the matter shall constitute the act of the Members. As indicated on the enclosed proxy card, if you fail to mark a vote, the proxies solicited by the Board of Directors will be voted in favor of the amendment to the Operating Agreement. If you do not submit a proxy card or attend the 2008 Annual Meeting, or you abstain from voting, the proxies solicited by the Board of the Directors will not be counted as a vote to approve the amendment to the Operating Agreement.
THE BOARD OF DIRECTORS HAS APPROVED THIS AMENDMENT TO THE OPERATING AGREEMENT AND RECOMMENDS A VOTE FOR AMENDMENT #1.

 

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PROPOSAL 2
Approval of Amendment #2 to the Operating Agreement
to Allow the Offices of Chairman and President/CEO to be held by One Person
Currently, the offices of Chairman of the Board and President/CEO of the Company are held by two separate persons. James Johnston currently serves as the Chairman of the Board and John Van Zee currently serves as our President/CEO. The Operating Agreement provided that after the Company’s facilities were complete, the Board of Directors was required to appoint someone other than the Chairman of the Board to serve as President/CEO of the Company. This provision was included in the Operating Agreement under the assumption that the Chairman would preside over the meetings of the Board of Directors and the Members and handle the administration of meetings of the Board of Directors, and that the President would manage the day-to-day operations of the Company and its biodiesel plant. However, subsequent to the date on which the Operating Agreement was originally adopted, the Company entered into a Management and Operational Services Agreement with Renewable Energy Group, Inc. (“REG”), which requires REG to provide us with a General Manager to manage the operations of the biodiesel plant. Pursuant to this agreement, Derek Winkel has been selected by REG to be the Company’s General Manager. In fulfilling his duties as General Manager, Mr. Winkel has assumed the management of the day-to-day activities of the biodiesel plant. Therefore, the Board of Directors believes that it is unnecessary and inefficient to require two separate individuals to fill the offices of Chairman of the Board and President/CEO when one individual could adequately and more efficiently fulfill both roles. The Board of Directors is proposing this amendment so that one individual can serve in the capacity of both Chairman of the Board and President/CEO. This person would (i) fulfill the duties of Chairman of the Board of Directors by presiding over meetings of the Board of Directors and the Members and administering the meetings of the Board of Directors, and (ii) fulfill the duties of the President/CEO of the Company by performing managerial tasks that are not currently performed by the General Manager, such as signing the certifications required by the Company’s SEC filings and assisting with the preparation of such filings.
Accordingly, it is proposed that the Company amend the Operating Agreement to delete in its entirety the language that is bolded below, thus allowing one individual to serve as both Chairman and President/CEO:
5.14 President and Chief Executive Officer. Until provided otherwise by a resolution of the Directors, the Chairman shall also act as the interim President and Chief Executive Officer (“CEO”) of the Company (herein referred to as the “President”; the titles of President and CEO shall constitute a reference to one and the same office and Officer of the Company), and the Chairman may exercise the duties of the office of Chairman using any such designations. The Director shall appoint someone other than the Chairman as the President of the Company not later than the commencement of operations of the Facilities, and such President shall perform such duties as the Directors may from time to time prescribe, including without limitation, the management of the day-to-day operations of the Facilities.
Following the deletion of the language identified above, Section 5.14 would read as follows:
5.14 President and Chief Executive Officer. Until provided otherwise by a resolution of the Directors, the Chairman shall also act as the President and Chief Executive Officer (“CEO”) of the Company (herein referred to as the “President”; the titles of President and CEO shall constitute a reference to one and the same office and Officer of the Company), and the Chairman may exercise the duties of the office of Chairman using any such designations. The President and/or Chairman, as the case may be, shall perform such duties as the Directors may from time to time prescribe.
Required Vote and Board Recommendation
If a quorum is present, the affirmative vote of a majority of the Membership Voting Interests represented at the 2008 Annual Meeting (in person or by proxy) and entitled to vote on the matter shall constitute the act of the Members. As indicated on the enclosed proxy card, if you fail to mark a vote, the proxies solicited by the Board of Directors will be voted in favor of the amendment to the Operating Agreement. If you do not submit a proxy card or attend the 2008 Annual Meeting, or you abstain from voting, the proxies solicited by the Board of the Directors will not be counted as a vote for the approval of the amendment to the Operating Agreement.
THE BOARD OF DIRECTORS HAS APPROVED THIS AMENDMENT TO THE OPERATING AGREEMENT AND RECOMMENDS A VOTE FOR AMENDMENT #2.

 

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PROPOSAL 3
Election of Directors
Twelve (12) initial Directors, all of whom were appointed by the initial Members, comprise the current Board of Directors. Pursuant to the Operating Agreement, the initial term for these Directors ends with the first annual or special meeting of the Members following substantial completion of the construction of the Company’s facilities. The facilities were substantially completed in April 2007. Therefore, the initial terms of the twelve (12) initial Directors will expire on March 10, 2008 at the 2008 Annual Meeting.
Pursuant to the Operating Agreement, the Board of Directors has passed a resolution dividing the twelve (12) current Director positions into three (3) groups which will serve staggered terms. Group I Directors will serve an initial term of one year and subsequent terms of three years. Group II Directors will serve an initial term of two years and subsequent terms of three years. Group III Directors will serve an initial and subsequent terms of three years. The Board of Directors has nominated the following persons for election as Directors: Warren Bush, Scot Farver, Craig Hamilton, Bill Horan, Don Huyser, James Johnston, Dean Lane, Denny Mauser, Jeremie Parr, Tom Schroder, Bill Talsma, and John Van Zee. All of the nominees are incumbent Directors. All nominees have indicated their willingness to serve as Directors if elected.
The twelve (12) nominees receiving the highest vote totals will be elected as Directors of the Company at the 2008 Annual Meeting, provided a quorum is present. The Board of Directors has determined that James Johnston, Craig Hamilton, Don Huyser, and Tom Schroeder will be placed in Group I, and if elected, will become Group I Directors and each will serve a term until the 2009 annual meeting of members. Denny Mauser, Jeremie Parr, Bill Talsma, and John Van Zee will be placed in Group II, and if elected, will become Group II Directors and each will serve a term until the 2010 annual meeting of Members. Warren Bush, Bill Horan, Dean Lane, and Scot Farver will be placed in Group III, and if elected, will become Group III Directors and each will serve a term until the 2011 annual meeting of Members.
Required Vote and Board Recommendation
As indicated on the proxy card, if you do not mark any choices for Group I, Group II or Group III Directors on the proxy card, the proxies solicited by the Board of Directors will be voted in favor of the Board of Directors’ nominees. If you do not submit a proxy card or attend the meeting, or if you abstain from voting, your vote will not be counted either for or against any nominee because Directors are elected by plurality vote, meaning that persons receiving the most votes relative to the other nominees will be elected. If you mark fewer than four (4) choices for Group I Directors, fewer than four (4) choices for Group II Directors, or fewer than four (4) choices for Group III Directors, the proxies will vote your units ONLY for the persons you mark as your choices. If any such nominees shall withdraw or otherwise become unavailable, which is not expected at this time, the proxies will be voted for a substitute nominee who will be designated by the Board of Directors.

 

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THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF ITS NOMINEES FOR DIRECTORS
Information about Current Directors and Nominees
The following table contains certain information with respect to the Director nominees, which are all persons currently serving as Directors, for election at the 2008 Annual Meeting of members:
             
Name and Principal       Year First Became    
Occupation   Age   a Directors   Term Expires
John E. Van Zee,
Chief Financial Officer of
Central Iowa Water Association
  55   2005   2008
James Johnston,
Farmer
  63   2005   2008
Jeremie Parr,
District Sales Manager for
Trisler Seeds
  37   2005   2008
Scot Farver,
Owner of Farver Tru Value
  47   2005   2008
Warren L. Bush,
Attorney
  59   2005   2008
Craig Hamilton,
Executive Director of Jasper
County Economic Development Corporation
  57   2005   2008
William J. Horan,
Farmer
  60   2005   2008
Don Huyser
Owner of Huyser Ag, Inc. and
Vice President of Kilduff Feed & Grain
  48   2005   2008
Dean Lane,
Farmer
  54   2005   2008
Denny Mauser,
Farmer
  59   2005   2008
Tom Schroeder,
Commercial Fleet Sales Manager
  52   2005   2008
William J. Talsma,
Farmer
  50   2005   2008
Biographical Information Regarding Director Nominees
The following is a brief description of the business experience and background of our current Directors and officers that are Directors nominees for the 2008 Annual Meeting:
John E. Van Zee, Director, President and CEO - Age 55. Since February 2007, John has served as chief financial officer of the Central Iowa Water Association. From 1985 to 2006, John worked for U.S. Bank as the vice president of the bank’s agricultural loan department where he supervised three employees who handled agricultural loans, farm management, and real estate sales. He also served on the board of directors for the Central Iowa Water Association and has for the past nine years. John has served as a Director of Central Iowa Energy since June 30, 2005. He has served as President and CEO of Central Iowa Energy since March 21, 2007.

 

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James Johnston, Director and Chairman - Age 63. James Johnston owns and operates a livestock and grain farm and has done so for over thirty years. Jim serves on the board of directors for Bohemian Mutual Insurance Company and has since 1989. In addition, he serves on the Jasper County Soil & Conservation Board, having served on that board for nearly twenty years, and is currently serving as chairman, a position which he has held since 1994. He also serves on the Heartland Resource Conservation and Development Board and has since 1984; he served as president of the Heartland Resources Conservation and Development Board from 2003 to 2005. Jim has served as a Director of Central Iowa Energy since June 30, 2005. He has served as Chairman of Central Iowa Energy since June 30, 2005.
Jeremie Parr, Director and Secretary - Age 37. In June 2006, Jeremie joined Trisler Seeds as a district sales manager. From July 2003 to June 2006, Mr. Parr worked for NC+ Hybrids and managed a group of dealers that has annual sales in excess of $500,000. From September 1997 to July 2003, he was employed by Golden Seed Company based in Cordova, Illinois. In 2003, prior to working for Golden Seed, Jeremie was employed as a crop consultant for Prairieview Ag Service and was responsible for the purchase, sales and application of agricultural products. Jeremie has served as a Director of Central Iowa Energy since June 30, 2005. He has served as Secretary of Central Iowa Energy since June 30, 2005.
Scot Farver, Director and Treasurer - Age 48. Scot Farver graduated from Iowa State University in 1984 with a degree in Industrial Engineering. Scot operates Farver True Value, one of the largest True Value stores in the State of Iowa. Scot has been operating Farver True Value since he opened it in 1993. Scot has served as a Director of Central Iowa Energy since June 30, 2005. Scot has served as Treasurer of Central Iowa Energy since June 30, 2005.
Warren L. Bush, Director - Age 59. Warren L. Bush is an attorney licensed in both Iowa and Arizona. Warren serves as a judicial magistrate for the State of Iowa and has for the past 20 years. Warren is also a self-employed attorney practicing out of offices in both Wall Lake and Dunlap, Iowa. He began his law practice in Wall Lake in November 1974 and his law practice in Dunlap in June 1996. Warren serves on the board of directors of The Biodiesel Group, LLC, which he joined in April 2005; Western Iowa Energy, LLC, which he joined in November 2004; Western Dubuque Biodiesel, LLC, which he joined in November 2005; and Iowa Renewable Energy, LLC, which he joined in April 2005. Each of the foregoing entities with the exception of the Biodiesel Group, LLC, are public reporting companies. He is also a principal owner of Bush Boys’ Enterprises, LLC, which he joined in April 2004; Bush Boys, Inc., which he joined in May 2004; and Front Row Racing Stable, Ltd., which he joined in September 2004. Tom Schroeder, another one of Central Iowa Energy’s Directors, is Warren’s brother-in-law. Warren has served as a Director of Central Iowa Energy since June 30, 2005.
Craig Hamilton, Director - Age 57. Craig Hamilton currently serves as the executive director of the Jasper County Economic Development Corporation and has since July 2003. Prior to his economic development work, Craig was employed by Iowa Telecom from September 1999 to June 2003 as the director of community relations. From 1997 to 1999, Craig also served as vice president of the Iowa Area Development Group. Craig has served as a Director of Central Iowa Energy since June 30, 2005.
William J. Horan, Director - Age 60. William J. Horan is a farmer and has been for thirty-four years. He is also currently a partner in Horan Brothers Agricultural Enterprises in Rockwell City, Iowa. William is the past president of the Iowa Corn Growers Association and sits on the board of directors of Natural Resource Solutions, LLC; Truth About Trade; ISU Research Park Board of Directors; the USDA DOE Technical Advisory Committee. He also sits on the board of The Biodiesel Group, LLC, which he joined in April 2005; Western Iowa Energy, LLC, which he joined in November 2004; Western Dubuque Biodiesel, LLC, which he joined in November 2005; and Iowa Renewable Energy, LLC, which he joined in April 2005. Each of the foregoing entities with the exception of the Biodiesel Group, LLC, are public reporting companies. William has served as a Director of Central Iowa Energy since June 30, 2005.
Don Huyser, Director - Age 48. Don Huyser owns and operates Huyser Ag, Inc. and has since 1982. Don also serves as vice president of Killduff Feed & Grain, a role which he has had since January 2005. As vice president of Killduff Feed & Grain, Don oversees general business operations and company financing. Don has served as a Director of Central Iowa Energy since June 30, 2005.
Dean Lane, Director - Age 54. Dean Lane is currently a farmer and has been farming for twenty-nine years. His current operation consists of 1,800 acres divided evenly between corn and soybeans. Dean has served as a Director of Central Iowa Energy since June 30, 2005.

 

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Denny Mauser, Director - Age 59. Denny Mauser is a farmer with a 900-acre operation, including corn, soybeans and popcorn and has farmed in Buena Vista County and Sac County, Iowa since 1973. Denny also manages a cow-calf herd and has since 1982. Currently, Denny serves as president of the Sac County Rural Electric Cooperative and has since July 2000. He is a member of the board of directors of The Biodiesel Group, LLC, which he joined in April 2005; Western Iowa Energy, LLC, which he joined in October 2004; Western Dubuque Biodiesel, LLC, which he joined in November 2005; and Iowa Renewable Energy, LLC, which he joined in August 2005. Denny has served as a Director of Central Iowa Energy since June 30, 2005.
Tom Schroeder, Director - Age 52. Tom Schroeder is currently employed as a commercial fleet sales manager for Renewable Energy Group, Inc., the company serving as our design-builder and marketer, and has since November 2006. He has served as president of JCT, Inc., a refrigerated trucking company specializing in the transportation of meat from Midwest packers for export, for over thirty years. Tom previously served as the city manager and economic development director in Wall Lake, Iowa from 2001 to 2006. Tom currently serves on the board of The Biodiesel Group, LLC, which he joined in April 2005; Western Dubuque Biodiesel, LLC, which he joined in November 2005; and Iowa Renewable Energy, LLC, which he joined in April 2005. Warren L. Bush, another one of Central Iowa Energy’s directors, is Tom’s brother-in-law. Tom has served as a Director of Central Iowa Energy since June 30, 2005.
William J. Talsma, Director - Age 50. William J. Talsma is a farmer and has been farming for the past twenty-eight years. William is a partner in Talsma Brothers Partnership, a family farming operation which he joined fifteen years ago. Since 2000, he has been a partner in a 7,500 sow farrow-to-finish operation. In 2003, William also became a partner in 1-80 Farms, a family partnership. William has served as a Director of Central Iowa Energy since June 30, 2005.
Biographical Information Regarding Non-Nominee Directors, Officers and Significant Employees
We do not currently have any Directors that are non-nominees, as all of our current Directors are standing for re-election at the 2008 Annual Meeting. The following is a brief description of the business experience and background of our officers and significant employees that are not Director nominees for the 2008 Annual Meeting:
Derek Winkel, General Manager - Age 31. Derek Winkel has been employed by Renewable Energy Group, Inc., our management and marketing firm and design-builder, as the general manager of Central Iowa Energy since July 2006. Derek was previously employed by Broin Management, LLC as the technical manager of Ethanol2000, LLP from April 2001 to June 2006. As technical manger, Derek was responsible for overseeing the production and operations of a 30 million gallon per year dry-mill ethanol facility. From February 1999 to April 2001, Derek was employed by National Starch and Chemical Co. where he first began as a project engineer and was later promoted to department supervisor. As department supervisor, Derek was responsible for managing a production department with fourteen employees. He is a graduate of Iowa State University.
Kimberly Smith, Chief Financial Officer - Age 43. Kimberly Smith has served as the chief financial officer of Central Iowa Energy since February 21, 2007. From August 2005 to February 21, 2007, Kimberly was employed at ITWC, Inc. as an accounting assistant where she was responsible for maintaining inventory activity, verifying order fulfillment and issuance of customer invoices, and compiling employee payroll time entries. From September 2003 to July 2005, Kimberly was employed at Starr Dentistry, Inc. as a finance manager. As a finance manager, she performed all accounting functions for the company and was responsible for daily deposit and bank reconciliation, accounts payable, accounts receivable, and payroll analysis. From 1999 to 2006, Kimberly provided consulting and bookkeeping services for a variety of local small businesses in Bruceville, TX and Newton, IA through her own business, Kimberly L. Smith Accounting Services. She is a graduate of Upper Iowa University.
Phil Abels, Operations Manager - Age 50. Phil Abels has been employed by Renewable Energy Group, Inc., our management and marketing firm and design-builder, as the operations manager of Central Iowa Energy since November 2006. Prior to joining Renewable Energy Group, Inc., Phil held many different roles within AGP’s soy processing business since 1979. He served as project manager, plant operations manager and was most recently the plant superintendent at AGP’s Sheldon, IA facility.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
No person or entity, including our officers and Directors, currently beneficially owns more than 5% of our membership units.
SECURITY OWNERSHIP OF MANAGEMENT
As of January 30, 2008, members of our Board of Directors, executive officers and Director nominees own membership units as follows:
                         
            Amount and        
            Nature of        
    Name of       Beneficial     Percent of  
Title of Class   Beneficial Owner   Position   Owner(1)     Class(2)  
Membership Units
  John E. Van Zee   President, Chief     230 (3)     0.86 %
 
      Executive Officer, and                
 
      Director                
Membership Units
  James Johnston   Chairman and Director     310 (4)     1.16 %
Membership Units
  Jeremie Parr   Secretary and Director     150       0.56 %
Membership Units
  Scot Farver   Treasurer and Director     298 (5)     1.12 %
Membership Units
  Warren L. Bush   Director     580 (6)     2.17 %
Membership Units
  Craig Hamilton   Director     180       0.67 %
Membership Units
  William J. Horan   Director     320 (7)     1.20 %
Membership Units
  Don Huyser   Director     180 (8)     0.67 %
Membership Units
  Dean Lane   Director     180 (9)     0.67 %
Membership Units
  Denny Mauser   Director     320 (10)     1.20 %
Membership Units
  Tom Schroeder   Director     400 (11)     1.50 %
Membership Units
  William J. Talsma   Director     310 (12)     1.16 %
 
                   
Totals:
            3,458       12.94 %
 
(1)   Beneficial ownership is determined in accordance with SEC rules and generally includes holding, voting and investment power with respect to the securities.
 
(2)   Based on 26,672 units issued and outstanding.
 
(3)   Includes units owned by Linda L. Johnston, James Johnston’s wife, and units owned by Rustic Ridge Subdivision, LLC, of which James Johnston is a principal.
 
(3)   Includes units owned by Kathy Van Zee, John Van Zee’s wife.
 
(4)   Includes units owned by Linda L. Johnston, James Johnston’s wife, and units owned by Rustic Ridge Subdivision, LLC, of which James Johnston is a principal.
 
(5)   Includes units owned by Francine C. Farver, Scot Farver’s wife. Also includes 38 units recently issued to Scot Farver on March 1, 2007 as payment of rent pursuant to the Company’s office space lease agreement with Scot Farver, under which rent was payable at the rate of two units per month.
 
(6)   Includes units paid pursuant to a consulting agreement with The Biodiesel Group, LLC, of which Warren Bush is a principal. Also includes units held by Bush Boys Enterprises, LLC, of which Warren Bush is a principal.
 
(7)   Includes units paid pursuant to a consulting agreement with The Biodiesel Group, LLC, of which William Horan is a principal.
 
(8)   Includes units owned jointly with Sherry Huyser, Don Huyser’s wife.
 
(9)   Includes units owned jointly with Joy Candie Lane, Dean Lane’s wife.

 

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(10)   Includes units paid pursuant to a consulting agreement with The Biodiesel Group, LLC, of which Denny Mauser is a principal. Also includes units jointly owned with LaRae Mauser, Denny Mauser’s wife.
 
(11)   Includes units paid pursuant to a consulting agreement with The Biodiesel Group, LLC, of which Tom Schroeder is a principal. Also includes units that Tom Schroeder owns through the Clayton Schroeder Trust.
 
(12)   Includes units owned by GeorgAnne Talsma, Bill Talsma’s wife, and units owned by Talsma Brothers Partnership, of which Bill Talsma is a principal.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our officers and Directors, and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “SEC”). Officers, Directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, and based solely on a review of the copies of such reports furnished to us and written representations from our officers and Directors, all Section 16(a) filing requirements were complied with during the fiscal year ended September 30, 2007.
BOARD OF DIRECTORS’ MEETINGS AND COMMITTEES
The Board of Directors generally meets once per month. The Board of Directors held 13 regularly scheduled and special meetings during the fiscal year ended September 30, 2007. All of the Directors attended at least 75% of the meetings of the Board of Directors during the fiscal year ended September 30, 2007, with the exception of Tom Schroeder and Bill Horan who each attended 10 out of 13 Board meetings.
The Board of Directors does not have a formal process for holders of membership units to send communications to the Board of Directors. The Board of Directors feels this is reasonable given the accessibility of our Directors. Members desiring to communicate with the Board of Directors may do so by contacting a Director via our website, fax, phone or in writing.
The Board of Directors does not have a policy with regard to Directors’ attendance at annual meetings. This is the first annual meeting of the Company at which election of the Directors and other action will occur. The Company held an informational meeting in January 2007, which was attended by all of the Directors, with the exception of Tom Schroeder and Bill Horan. All of our Directors are independent, as defined by NASDAQ Rule 4200, with the exception of James Johston, John Van Zee, Jeremie Parr and Scott Farver who are not considered independent under NASDAQ Rule 4200 due to their status as Chairman, President/CEO, Secretary, and Treasurer of the Company, respectively.
Audit Committee
The Company became a reporting organization with the SEC in January 2007 with the filing of a registration statement on Form 10-SB. Prior to this time, the entire Board of Directors acted as the audit committee for the Company. The Board of Directors created an audit committee in January 2007 which operates under a charter adopted by the Board of Directors in January 2007, a copy of which is attached to this Proxy Statement as Appendix I. Our audit committee charter requires that the audit committee have at least three members. On January 17, 2007, the Board of Directors appointed Warren Bush, Jeremie Parr, and Dean Lane to the audit committee.
The audit committee is exempt from the independence listing standards because the Company’s securities are not listed on a national securities exchange or listed in an automated inter-dealer quotation system of a national securities association or to issuers of such securities. Nevertheless, all of the current members of our audit committee are independent within the definition of independence provided by NASDAQ Rule 4200, with the exception of Jeremie Parr, our Secretary, because executive officers of a company are not independent under NASDAQ Rules 4200.
However, Rule 4200 imposes more stringent standards on audit committee members and provides that, pursuant to Rule 4350(d), the audit committee must be composed of at least three members which are independent under Rule 4200, and at least one must have past employment experiences in finance and accounting. However, because our audit committee is only composed three members and one of these members, Jeremie Parr, is not independent due to his status as Secretary of the Company, our audit committee does not comply with rule 4350(d). Additionally, none of our audit committee members have past employment experience in finance or accounting as required by Rule 4350(d).

 

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In addition, our audit committee charter requires a majority of our audit committee to be independent as defined in the charter. One reason that a Director may not be independent under our audit committee charter is that he has accepted payments from the Company in excess of $60,000, other than for board or committee services and certain other types of compensation. Warren Bush is not independent under our audit committee charter because he previously received approximately $65,000 in compensation and membership unit awards under our consulting agreement with The Biodiesel Group, of which he is an owner, and an additional $20,000 for legal services previously rendered to the Company. However, our audit committee charter’s definition of “independent” does not exclude executive officers, which means that Jeremie Parr, our Secretary, is independent under our audit committee charter. Therefore, we are in compliance with our audit committee charter by having a majority of independent Directors on the audit committee. Prior to January 2007, when the entire Board of Directors acted as the audit committee, the majority of our board was independent both under NASDAQ Rules 4200 and our audit committee charter. Under NASDAQ Rule 4200, all of our Directors were independent, with the exception of James Johnston, John Van Zee, Jeremie Parr, and Scot Farver, who are executive officers of the Company. Under our audit committee charter, all of our Directors were independent, with the exception of Warren Bush, Tom Schroeder, Bill Horan and Denny Mauser, who each previously received approximately $65,000 in compensation and membership unit awards under our consulting agreement with The Biodiesel Group, LLC, of which they are all owners. Warren Bush also received an additional $20,000 for legal services previously rendered to the Company.
The Board of Directors has determined that we do not currently have a financial expert serving on our audit committee. We do not have a financial expert serving on our audit committee because no member of our Board of Directors, other than John Van Zee, our current President and Chief Executive Officer, has the requisite experience and education to qualify as a financial expert as defined in Item 407 of Regulation S-B. The Board of Directors intends to consider such qualifications in future nominations to our Board of Directors and appointments to the audit committee. The Company may consider bringing in an advisor to assist the audit committee until a member of the audit committee qualifies as a financial expert.
The Company only recently became a reporting company and created an audit committee; thus, the entire Board of Directors acted as the audit committee during the first few months of the fiscal year ended September 30, 2007, with the audit committee serving for the remainder of the fiscal year ended September 30, 2007. The Board of Directors did not meet solely to discuss audit related issues in fiscal year ended September 30, 2007; however, audit issues were addressed as necessary at regular board meetings. Beginning with the first meeting of the newly formed audit committee in May 2007, audit issues were specifically addressed by the audit committee during the four (4) audit committee meetings that were held during the fiscal year ended September 30, 2007. All of our audit committee members attended at least 75% of the audit committee meetings.
Audit Committee Report
The Board of Directors acted as the audit committee for the beginning of the fiscal year ended September 30, 2007, until the audit committee held its first meeting in May 2007. The following report of the audit committee shall not be deemed to be incorporated by reference in any previous or future documents filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the reference in any such document.
The audit committee reviews the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process. The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles. The audit committee reviewed and discussed with management the Company’s audited financial statements as of and for the fiscal year ended September 30, 2007. The audit committee has discussed with McGladrey & Pullen, LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61 Communication with audit committees, as amended, by the Auditing Standards Board of the American Institute of Certified Public Accountants. The audit committee has received and reviewed the written disclosures and the letter to management from McGladrey & Pullen, LLP as required by Independence Standards Board Standard No. 1, and has discussed with such independent registered public accounting firm their auditors’ independence. The audit committee has considered whether the provision of services by McGladrey & Pullen, LLP not related to the audit of the financial statements referred to above and to the reviews of the interim financial statements included in the Company’s Form 10-QSB are compatible with maintaining McGladrey & Pullen, LLP’s independence.

 

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Based on the reviews and discussions referred to above, the audit committee determined that the audited financial statements referred to above should be included in the Annual Report accompanying this proxy statement for the fiscal year ended September 30, 2007.
Audit Committee
Warren Bush
Dean Lane
Jeremie Parr
Independent Registered Public Accounting Firm
The audit committee selected McGladrey & Pullen, LLP as the Company’s independent registered public accountants for the fiscal year October 1, 2006 to September 30, 2007. A representative of McGladrey & Pullen, LLP is expected to be present at the Annual Meeting of Members, will have an opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions.
Audit Fees
The aggregate fees billed by the principal independent registered public accounting firm (McGladrey & Pullen, LLP) to the Company from its inception on May 31, 2005 through the Company’s fiscal year ended September 30, 2007 are as follows:
             
    Fiscal        
Category   Year   Fees  
Audit Fees (1)
  2007   $ 80,935  
 
  2006   $ 20,281  
 
  2005      
Audit-Related Fees
  2007      
 
  2006      
 
  2005      
Tax Fees
  2007      
 
  2006      
 
  2005      
All Other Fees
  2007      
 
  2006      
 
  2005      
(1)   Audit fees include review of regulatory filings, quarterly financial statement reviews and research and consultation related to financial statements and filings.
Prior to engagement of its principal independent registered public accounting firm to perform audit services for the Company, such firm was pre-approved by the Board of Directors, acting as the audit committee.
One hundred percent (100%) of all audit services were pre-approved by our audit committee or our Board of Directors, acting as the audit committee.

 

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Nominating Committee
The Board of Directors has acted as the nominating committee for the Company and no separate nominating committee has been formed to date. The Board of Directors, acting as the nominating committee, did not meet during the fiscal year ended September 30, 2007 because the 2008 fiscal year will be the first in which Director elections will be held since our inception. Based upon the size of the Company and the Board’s familiarity with the Company since its inception, the Board also has determined that each of the Directors is qualified to suggest nominees for consideration to the nominating committee. Pursuant to our Operating Agreement, the 2008 fiscal year will be the first in which Directors will be elected. The Board of Directors, when acting as the nominating committee, is generally responsible for:
    Developing a nomination process for candidates to the Board of Directors;
 
    Establishing criteria and qualifications for membership to the Board of Directors;
 
    Identifying and evaluating potential Director nominees;
 
    Filling vacancies on the Board of Directors;
 
    Recommending nominees for election or re-election.
The Board of Directors, when fulfilling the duties of a nominating committee, does not operate under a charter and it does not have a policy with regard to the consideration of any Director candidates recommended by members. The Board of Directors believes that this is appropriate since the 2008 Annual Meeting will be the first time that Director elections will be held since our inception and our Operating Agreement provides a procedure pursuant to which members may nominate Directors. Pursuant to the Operating Agreement, the Company’s first election of Directors is to be held at the first annual or special meeting of the Members after substantial completion of our biodiesel production facility and on an annual basis thereafter. We completed the biodiesel plant in April 2007 and, accordingly, the 2008 Annual Meeting will be the first meeting of the Members at which Directors will be elected. In the future, the Board of Directors may establish a nominating committee and may establish a charter and develop policies and procedures for evaluating potential Director candidates, whether presented by members or selected by the nominating committee. The nominating committee is exempt from the independence listing standards because the Company’s securities are not listed on a national securities exchange or listed in an automated inter-dealer quotation system of a national securities association or to issuers of such securities. Nevertheless, with the exception of James Johnston, John Van Zee, Jeremie Parr, and Scott Farver, who each serve as an executive officer of the Company, all of the members of our Board of Directors are independent within the definition of independence provided by NASDAQ Rule 4200.
Nominations for the election of directors may also be made by any member entitled to vote generally in the election of directors. In accordance with the Company’s Operating Agreement, a member desiring to nominate one or more persons for election as a director must provide the Company with written notice of such member’s intent to make such nomination or nominations, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than sixty (60) nor more than ninety (90) calendar days prior to the annual meeting of the Company. The notice to the Secretary must set forth: (a) the name and address of record of the member who intends to make the nomination; (b) a representation that the member is a holder of record of units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (d) a description of all arrangements or understandings between the member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the member; (e) such other information regarding each nominee proposed by such member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (f) the consent of each nominee to serve as a director of the Company if so elected; and (g) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding membership units and clearly setting forth the proposed nominee as a candidate of the director’s seat to be filled at the next election of directors. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company. The presiding officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he may so declare to the meeting and the defective nomination will be disregarded.
Compensation Committee
The Board of Directors has not established a committee specifically entitled “compensation committee.” However, the executive committee of the Board of Directors currently in place performs the same tasks usually performed by a compensation committee. It does not operate under a charter and it does not have a policy with regard to the evaluation and determination of compensation for Directors and executive officers. The Board appointed Scot Farver, James Johnston, Jeremie Parr, and John Van Zee to serve as members of the executive committee. They were appointed to the committee on June 30, 2005. The executive committee has responsibility with respect to proposing and evaluating the compensation of the Company’s chief executive officer and oversees

 

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the compensation of our other executive officers and Directors. The Board of Directors has the overall responsibility for approving our Director and executive compensation plans, policies and programs. The executive committee held two (2) meetings during the fiscal year ended September 30, 2007. All of the Directors on the executive committee attended at least 75% of the meetings held by the executive committee during the fiscal year ended September 30, 2007. None of the Directors on the executive committee are independent within the definition of independence provided by NASDAQ Rule 4200, due to their status as officers of the Company. Because each member of the executive committee is an executive officer, they each have a role in proposing and evaluating the compensation of Directors and officers.
NOMINATIONS FOR DIRECTOR POSITIONS AND MEMBER PROPOSALS
Nominations for Director Positions
Nominations for the election of Directors may be made by any Member entitled to vote generally in the election of Directors. In accordance with our Operating Agreement, a Member desiring to nominate one or more persons for election as a Director must submit written notice of such intent either by personal delivery or regular mail to the Secretary of Central Iowa Energy at least 60 days, but no more than 90 days, prior to the annual meeting.
This notice must contain: (i) the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of units of Central Iowa Energy entitled to vote at the annual meeting and intends to appear personally or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Member; (v) such other information regarding each nominee proposed by the Member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director of Central Iowa Energy if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of our outstanding units that clearly sets forth the proposed candidate as a nominee of the Director’s seat to be filled at the next election of Directors. If a presiding officer at a meeting of the Members determines that a nomination is not made in accordance with this procedure, the officer must declare that the nomination was defective and therefore must be disregarded.
Member Proposals
In order to be considered for inclusion in our 2009 Annual Meeting proxy statement, member proposals must be submitted in writing to the Company by November 10, 2008 (approximately 120 days prior to the estimated date for the 2009 Annual Meeting). The Company suggests that proposals for the 2009 Annual Meeting of the Members be submitted by certified mail, return receipt requested.
Members who intend to present a proposal at the 2009 Annual Meeting of Members without including such proposal in the Company’s proxy statement must provide the Company notice of such proposal no later than January 23, 2009 (approximately 45 days prior to the estimated date for the 2009 Annual Meeting). The Company reserves the right to reject, rule out of order, or take appropriate action with respect to any proposal that does not comply with these and other applicable requirements.
If the Company does not receive notice of a member proposal intended to be submitted to the 2009 Annual Meeting by January 23, 2009, the persons named on the proxy card accompanying the notice of meeting may vote on any such proposal in their discretion. However, if the Company does not receive notice of a member proposal intended to be submitted to the 2009 Annual Meeting by January 23, 2009, then the persons named on the proxy card may vote on any such proposal in their discretion only if the Company includes in its proxy statement an explanation of its intention with respect to voting on the proposal.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Tom Schroeder and Warren Bush, both Directors of the Company, are brothers-in-law. No other family relationships exist between any of the Directors, officers or key employees of the Company.

 

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Since the beginning of our last fiscal year, we have engaged in transactions with the following related parties:
Transactions with The Biodiesel Group, LLC
On July 7, 2005, we entered into a consulting agreement with The Biodiesel Group, LLC for project development and equity consulting services. The Biodiesel Group is owned and operated by four of our Directors: Warren L. Bush, William J. Horan, Denny Mauser, and Tom Schroeder, along with one member of Central Iowa Energy, Mark Muench. Upon execution of the agreement and in anticipation of the receipt of consulting services, we transferred 100 units to each of the five members of The Biodiesel Group, LLC. We additionally agreed to pay The Biodiesel Group a total consulting fee of $75,000 payable at a rate of $12,500 per month during the term of the contract. The term of the contract expired on approximately October 26, 2006, or thirty days after the financial close of our registered offering of membership units in the State of Iowa. In exchange, The Biodiesel Group provided us assistance in the negotiation of various contracts, assistance in the planning of our equity marketing effort, and assistance in securing debt financing services up until financial close.
Transactions with the Central Iowa Energy Board of Directors Unit Option Agreements
On June 23, 2005, our Board of Directors approved a membership unit option agreement between the Company and the Company’s Board of Directors. The options were granted on December 14, 2005. Under the agreement, each of the Company’s Directors was granted the option to purchase 100 units for a purchase price of $500 per unit. These options were not exercisable until the date the Company had both closed its equity drive and executed definitive loan documents with lenders ranging from $22,500,000 to $30,300,000. The expiration date of the options was the thirtieth day following such date. On September 26, 2006 the options became exercisable and on October 24, 2006 all of the Directors exercised their options to purchase 100 units of the Company. The Company’s units were previously sold in the Iowa registered offering for $1,000 per unit; however, pursuant to the option agreement, the Directors paid $500 per unit. As a result, $600,000 of stock based compensation was reflected in the Company’s net income for the year ended September 30, 2006, based on the differnce between the exercise price and the fair market value of the underlying units on the date the options were granted.
Transactions with the Central Iowa Energy Board of Directors Compensation Arrangement
In April 2007 our Directors passed a resolution to compensate Directors for the services they provide to the Company in such capacity. The compensation arrangement provides that each Director will receive $250 per month, for their services as a Director to the Board. In addition, Directors are paid mileage at the standard IRS rate. Each member of the audit committee receives an additional $50 per month and each member of the executive committee receives an additional $50 a month. The Company’s President/CEO receives an additional $50 per month for services to the Company and the Board. The April 2007 resolution also provided that the Directors may be entitled to certain “additional benefits” if certain requirements are satisfied. At the end of each fiscal year, all Directors are entitled to an additional benefit of $500 per monthly board meeting attended during the periods in which the Company meets the “Loan Covenant Targets payable” requirement, as defined in our financing agreements with our lender, F&M Bank — Iowa. At the end of each fiscal year, all Directors are also entitled to an additional benefit of $250 per monthly board meeting attended during the periods in which the Company achieves a 25% return on investment, as that term is defined in our financing agreements with our lender, F&M Bank — Iowa. This compensation policy was effective as of April 18, 2007. See “EXECUTIVE COMPENSATION” and “DIRECTOR COMPENSATION”, below, for information regarding the compensation awarded to our Directors under this compensation arrangement for our fiscal year ended 2007.
Transactions with Scot Farver
On December 14, 2005, we entered into an office space lease agreement with Scot Farver, our Treasurer and Director, for the rental of office space. Under the terms of this agreement, Scot Farver received rent payable at the rate of two membership units per month, beginning in August 2005. The lease provided that the units would be issued upon termination of the lease. The first 10 units accrued to Scot Farver prior to our state registered offering for the period of August 2005 through December 2005 were valued at $500 per unit (which was the purchase price of our units in the seed capital offering). The other 28 units accrued to Scot Farver during and following the month of our state registered offering, which took place in January 2006, were valued at $1,000 per unit (which was the purchase price of our units in the state registered offering). On March 1, 2007, we terminated the lease agreement and issued 38 units in Central Iowa Energy as payment for rent under the lease agreement.

 

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Transactions with Renewable Energy Group, Inc.
Pursuant to a letter agreement executed in August&nb