The Water Research Foundation

“The executive committee consists of chair, vice-chair, treasurers and three members-at-large. The executive committee acts as the administrative body of wrf, evaluates the performance of the ceo, provides oversight to ceo and has authority to fund projects under the emerging opportunities (eo) program up to $200,000 per project. Anything over $200,000 must be approved by the board.”

“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 directors. Failure to pay fees shall be cause for removing a supporting member from the membership roll. Supporting members, as such, shall not be entitled to vote. Depending upon the category of membership, the prescribed fees may be annual dues or subscription fees.”

“The board shall consist of up to thirty-two elected or appointed persons, plus the co-chairs, co-vice-chairs, co-treasurers, co-members-at-large and co-fac chairs. In addition, the provisions to the by-laws allows under section article 4, section 4.3. Board of directors that notwithstanding any other provision of the bylaws, the number of directors may exceed thirty-two (32) until december 31, 2022, at which time this provision shall expire. The director emeritus position(s) is designated in recognition of distinguished service and to cultivate continued support and engagement. There can be no more than two directors emeritus at any time. The term of service for director emeritus shall be limited to two three-year terms. Directors emeritus shall have all the privileges of a director, such as attendance at board meetings, committee meetings and other board events; however, directors emeritus cannot hold office on the board and shall not have any voting rights or be counted for quorum purposes. Up to three directors shall be appointed by the association of metropolitan water agencies from its members; up to three directors shall be nominated by the american water works association from its members; up to three directors shall be nominated by the national association of clean water agencies from its members; up to three directors shall be nominated by the national association of water companies from its members; up to three directors shall be nominated by the water environment federation from its members; and one director shall be nominated by the water reuse association from its members. All nominations from the above organizations shall follow the established partner guidance document which is approved by the board of directors. The board of directors is presented all nominations and are elected by a vote of the majority of the directors.”

“The form 990 is prepared by the organization's public accounting firm. The draft 990 is reviewed by wrf's accounting staff and forwarded to the chief financial officer and the audit committee for further review. Once the 990 has been approved by the audit committee, the final version of the return is exported to a site to which the board of directors has access, along with e-mail correspondence stating it is available. This is done prior to filing the form 990 with the irs.”

“Wrf 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 directors and volunteer leadership. On an annual basis, the board of directors, 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 subsequently at the beginning of each year thereafter, 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 directors. Wrf's conflict of interest 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 directors. Violation of the provision of this policy is cause for removal from wrf activities. Directors shall inform the full board at the outset of the discussion of proposals for potential funding of any involvement of their organization in any of the proposals under consideration. For projects in which a director's organization is the primary submitter on a proposal, the director must excuse himself/herself from all discussion of the proposal by leaving the room. The director is 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 wrf's conflict of interest policy pursuant to that volunteer's level of involvement of decision-making in his/her respective committee or council.”

“Executive committee deliberates and reviews the chief executive officer's compensation annually in private sessions. The reviews for fiscal year 2019 took place in december, 2019. Alvarez & marsal provided an independent compensation survey of chief executive offier'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 range for similar chief executive officer positions. Wrf salary and compensation plan is reviewed annually to ensure that key employees are fairly compensated using comparative data received from employers' council survey information. A salary budget is prepared on these results. Compensation, fringe benefit 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 for action at the december board meeting. The most recent review and approval by the board was conducted in december 2019 for fiscal year 2020. The recommendation of the finance committee is documented in their meeting minutes and board approval is documented in the board meeting minutes.”

“The organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“Unrealized gain on foreign currency exchange 14,980.”

“The process for overseeing and selecting an independent accountant has not changed from the prior year.”