The Water Research Foundation

“There are twenty-four members of the Board of Trustees, plus the Secretary (Executive Director of WRF). The Presidents of AWWA, AMWA and NAWC, or their designees, are non-voting members; however they participate in all discussions at the board meetings. The Secretary also does not have voting privileges. The BOARD CHAIR votes only in circumstances where there is a tie and is also independent. The remaining twenty-two appointed members have voting privileges and are also independent. Voting is generally verbal, and non-voting members do not vote on the consent agenda or other motions as presented for consideration at the meetings.”

“The draft 990 is reviewed by WRF's accounting staff and forwarded to the Director of Finance & Administration and the Audit Committee for further review. There may be discussion of questions derived from the review. Once the 990 has been approved by the Audit Committee, the final version of the return will be exported to the website to provide access to the Board of Trustees, along with e-mail correspondence stating it is available. This is done prior to filing the 990 with the IRS.”

“The organization does not make its governing documents, conflict of interest policy, or financial statements available to the public unless specifically requested.”

“An organization shall become a supporting member of WRF and shall be entered on the membership roll upon payment of prescribed fees as established by the Board of Trustees. Failure to pay fees shall be cause for removing a supporting member from the membership roll. Supporting members of WRF, as such, shall not be entitled to vote. Depending upon the category of membership, the prescribed fees may be the annual dues or the subscription fees.”

“The board shall consist of eighteen elected or appointed persons plus WRF's chair, vice-chair, and treasurer; the chair of WRF's Focus Area Committee (FAC), ex-officio; the president of the American Water Works Association (AWWA), ex-officio, or their designee (non-voting); the president of Association of Metropolitan Water Agencies (AMWA), ex-officio, or their designee (non-voting); the president of the National Association of Water Companies (NAWC), ex-officio, or their designee (non-voting) and the Secretary. The executive committee consists of the chair, vice-chair, treasurer, and member-at-large. The executive committee members shall be utility employees. The ex-officio members (presidents of AWWA, AMWA, and NAWC) appoint three members for each respective organization (one per organization each year). The appointees from AWWA must be representatives of the water utilities, and appointees from AMWA and NAWC should be members of each association, respectively. The presidents of AWWA, AMWA, and NAWC consult with the executive committee before making their formal appointments. The Focus Area Committee (FAC) chair, also an ex-officio, is elected by the board for a three-year term. Each year at the annual meeting of the Board, the Board shall elect three persons to serve as trustees from a slate of candidates provided by the Nominating Committee. The elected and appointed trustees are eligible to vote. Term of office shall be three years and one-third of the trustees will be elected or appointed each year. Trustees are limited to two consecutive three-year terms.”

“Water Research Foundation regularly and consistently monitors and enforces conflict of interest at varying frequencies and levels of monitoring, depending on the risk of a potential conflict and its likely impact on WRF. WRF's policy addresses conflict of interest in terms of its staff, management, Board of Trustees, and volunteer leadership. On an annual basis, the Board of Trustees, as WRF representatives, submit a signed "Disclosure of Significant Interests" form which identifies existing or potential relationships that may cause a conflict of interest with WRF activity. Paid staff, also deemed WRF representatives, submit a conflict of interest statement when they are hired and are responsible to immediately self-report any known conflict of interest whenever such conflict arises. Any disclosure is first adjudicated by WRF management, pursuant to guidelines established by the Policy. Management will elevate a disclosed conflict to the Foundation's Audit Committee for its oversight, when necessary. The Audit Committee performs this function on behalf of the Board of Trustees. WRF's Conflict of Interest Policy sets stringent guidelines for conduct, confidentiality, decision-making, and acceptance of gratuities. Decisions of this committee may be appealed to the Executive Committee of the Board of Trustees. Violation of the provision of this policy is cause for removal from Foundation activities. Trustees shall inform the full board at the outset of the discussion on proposals for potential funding of any involvement of their organization in any of the proposals under consideration. For projects in which a trustee's organization is the primary submitter on a proposal, the trustee must excuse himself/herself from all discussion on the proposal by leaving the room. The trustee is also ineligible to vote on the proposal. During its normal course of business, WRF also seeks involvement from several volunteer "committees" or "councils", comprised primarily of subscriber personnel or other professionals with water-related expertise. As monitored by a WRF representative, all committee volunteers are required to self-report any existing or potential conflicts of interest. Reported conflicts shall then be assessed by WRF's representative and/or WRF management, who shall be responsible to enforce the provisions of the WRF's Conflict of Interest Policy pursuant to that volunteer's level of involvement of decision-making in his/her respective committee or council.”

“Process for determining compensation for: A) The Executive Committee deliberates and reviews the Executive Director's compensation annually in private sessions. The reviews for fiscal year 2013 took place in December, 2012 and January, 2013. Denver Compensation & Benefits LLC provided an independent compensation survey for the Executive Director's compensation (salary and benefits) and the Executive Committee made their evaluation based on this information and submitted their decision to the full board for their action. The Executive Committee also looks for significant deviations from a normal salary range, if applicable. Currently there are no significant deviations from the normal reported salary ranges for similar Executive Director positions. The full board unanimously approved the recommendation in January 2013 for fiscal year 2013. The recommendation/approval of the Executive Committee is documented in their meeting minutes and board approval is documented in the board of trustees meeting minutes. The most recent review and approval was conducted in January 2014 for fiscal year 2014. B) WRF's salary and compensation plan is reviewed annually to ensure that the Foundation is fairly compensating its key employees using comparative data received from Mountain States Employers' Council survey information. A salary budget is prepared on these results. The review for fiscal year 2013 took place in November 2012. Compensation (including proposed bonuses), fringe benefits calculations and graphs are submitted to the Finance Committee for evaluation at their meeting each November. The Finance Committee submits its recommendation for approval to the full board of trustees for action at the January board meeting. The most recent review and approval by the Board of Trustees was conducted in January 2014 for fiscal year 2014. The recommendation of the Finance Committee is documented in their meeting minutes and board approval is documented in the Board of Trustees meeting minutes.”

“Communications & Marketing: WRF's Communications and Marketing efforts consist of publishing information and resources derived from WRF-sponsored research to ensure that the results and application of research are effectively transferred to subscribers and other stakeholders. These efforts include the development, distribution and promotion of research reports and other project resources, printed materials and e-periodicals, webcasts, workshops, the website and social media. Communication and Marketing also oversees all public relations and marketing activities and collateral. The activities of the Public Council on Water Research are also centered here. Other Program Expenses: This area includes general travel, consulting and contracts relating to programs not identified in the other program areas.”

“Change in Minimum Pension Liability 1,189,141”