Western Nursery & Landscape Association

“Wnla contracts management services with woody bibens and associates.”

“The bylaws were amended to change how vacancies for directors and officers are filled. Whenever any vacancy of the members of the Board of Directors or an officer position shall occur due to death, resignation, removal or otherwise, each director or officer will automatically move up in succession. Previously, the majority of the Board of Directors would appoint a successor to serve for the unexpired term.”

“Wnla has two classes of member, which include active members and honorary members. Active members are a business that (i) is actively engaged in the wholesale or retail nursery business which derives a majority of its revenues from the sale of agricultural and horticultural products and materials related thereto or (ii) has a separate division or department actively engaged in the wholesale or retail nursery business which division or department derives a majority of its revenues from the sale of agricultural and horticultural products and materials related thereto. Honorary members are persons who, having done some outstanding service in the field of horticulture or in the interest of the nurserymen of the country, are deemed worthy of this honor.”

“Active members have the power to elect the board of directors.”

“Nominees from the committee or audit reports from the committee are approved by the board of directors.”

“An independent accounting firm prepares and reviews the 990. The 990 is then reviewed by the organization's executive director. Any questions and concerns the organization's executive director have are addressed and any corrections or clarifications that need to be made are made. The final 990 with all the required schedules is provided to all voting members of the board prior to filing the 990.”

“On an annual basis, all board members are provided a copy of the conflict of interest polcy and are required to complete and sign the acknowledgment and disclosure form. The executive committee reviews all forms as well as conflict information provided by board members. The disinterested members of the executive committee shall make a determination as to whether a conflict exists and what subsequent action is appropriate (if any). The interested board member is recused from participating in debates and voting on the matter.”

“The organization's governing documents and financial statements are available upon request.”