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 project under the emerging opportunities (eo) program up to $200,000 per project. Anything over $200,000 must be approved by the board. Voting rights: there are twenty-seven 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 presented for consideration at the meetings.”

“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 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 awwa from among its members, who must be representatives from utilities; three directors (one per year) to be appointed by nawc from among its members, who must be representatives from utilities; three directors (one per year) to be appointed by amwa from among its members, who must be representatives from utilities; three directors (one per year) to be appointed by 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 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 my 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 2017 took place in december, 2016 and january, 2017. Compensation and benefits solutions 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 mountain states employers' council survey information. A salary budget is prepared on these results. The review for fiscal year 2017 took place in november 2016. 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 2018 for fiscal year 2018. 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 -734,913. Unrealized gain on foreign currency exchange 146,306.”