The Water Research Foundation

“Executive committee: the executive committee consists of the chair, vice-chair, treasurer and member-at-large. The executive committee members shall be utility employees. 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. Between meetings of the board, the executive committee shall execute the general policies established by the board. At the regular meetings of the board, the chair shall present a full report concerning the activities of the executive committee since the most recent meeting of the board, followed by a written report. Material differences in voting rights: there are twenty-six members of the board of directors, plus the secretary (chief executive officer of wrf). The director emeritus is a non-voting member and serves in an advisory role. The secretary does not have voting privileges. The twenty-six remaining appointed board 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 present for consideration at the meetings.”

“The bylaws of water research foundation made the following changes in june 2016: state of legal domicile changed from delaware to colorado, change in authority from board of trustees and charter to board of directors and articles of incorporation, increased number of elected directors from 18 to 21 and change in length of terms, change in appointment of directors to include 3 appointments from nacwa (national association of clean water agencies), removal of research strategy committee, change in effort required to amend bylaws from two-thirds vote of the board to a majority vote of the directors in attendance at any properly-noticed board meeting, change in voting requirements for removal of a board member from two-thirds to a majority, and change in personal liability of directors to include maintaining business liability insurance, fidelity bond coverage on the executive staff, and professional liability insurance for board and other representatives.”

“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 twenty-one elected or appointed persons, plus the chair, vice-chair, treasurer, member-at-large and focus area council (fac) chair. 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. Directors shall be elected for staggered three-year terms. Three directors (one per year) to be appointed by the american water works association (awwa) from among its members, who must be representatives from utilities; three directors (one per year) to be appointed by the national association of water companies (nawc) from among its members, who must be representatives from utilities; three directors (one per year) to be appointed by the association of metropolitan water agencies (amwa) from among its members, who must be representatives from utilities; three directors (one per year) to be appointed by the national association of clean water agencies (nacwa) from among its members, who must be representatives from utilities and up to nine directors (three per year) to be elected by the board from among the representatives of members of the corporation.”

“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 from 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. There is discussion at the beginning of each board, committee, or council meeting which addresses conflicts of interest and decisions are documented in the meeting minutes.”

“Executive committee deliberates and reviews the chief executive officer's compensation annually in private sessions. The reviews for fiscal year 2016 took place in december, 2015 and january, 2016. The review and decisions are documented by two items: review summary and acknowledgement form completed and signed by the chair of the board after the executive committee meets in november to review ceo performance and compensation, and the board action item signed by the chair of the board after the board reviews the ceo's performance and compensation at the january board meeting each year. Compensation and benefits solutions provided an independent compensation survey of chief executive officer'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 mountain states employers' council survey information. A salary budget is prepared on these results. The review for fiscal year 2016 took place in november 2015. 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 january board meeting. The most recent review and approval by the board was conducted in january 2017 for fiscal year 2017. 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.”

“Change in minimum pension liability 116,366. Unrealized gain on foreign currency exchange 47,914.”