Web Water Development Association Inc

“The Organization's bylaws amendments included the following: - Modified the purpose statement in Article III from building a water distribution system to operating a water distribution system. - Added a corporate dissolution clause requiring that upon dissolution of the entity, the assets will be distributed for one or more exempt purposes within the meaning of the Code or will be distributed to the federal government, or to a state or local government, for a public purpose, as determined by the Board of Directors. - Shortened the member definition to include reference to WEB Water Rules and Regulations rather than having all the requirements stated in the bylaws. - Modified the member definition section for entity ownership for bulk users. - Added a new section permitting members to vote by proxy. - Added a new section defining board action in lieu of a meeting, including through authenticated electronic communications. - Added provisions for board meeting attendance and resignation of the directors. - Added a new article stating the sole WEB Water officer will be the General Manager and included the duties of the General Manager. - Added a new article regarding Conflicts of Interest includes definition of coverage and disclosure requirements.”

“General Members: Membership in the Corporation shall be limited to persons, rural water system associations or corporations, and bodies political situated within the area to be served by the Corporation, and reasonably accessible thereto, who have made application for membership in the Corporation, and who have agreed to pay the membership fee, and who have signed and entered into such agreements with the Corporation for the purchase of water for domestic, municipal and other approved beneficial use as are required by the corporation from time to time and have been accepted for membership by the Corporation's Board of Directors. Individuals or entities who (1) tamper with or damage WEB property, (2) cause a cross-connection or otherwise put the water quality of the system at risk, (3) obstruct WEB staff from performing their assigned duties, (4) make use of water services without reporting it, (5) have established a record of failing to pay their water bill in a timely manner, (6) otherwise engage in or display acts or behaviors not in the best interest of the corporation and which are disruptive its operation or business pan shall not be eligible for membership. The Corporation's Board of Directors shall have the right to deny membership request or to terminate the membership of any individual or entity engaging in such acts or behaviors as defined in Article VII and the by-laws.”

“Six rural directors shall be elected by secret ballot, one from each district, with only members residing within each district being entitled to vote for a director from that district. Three municipal directors shall be elected by secret ballot, by and from members that are bodies politic (municipalities) or bulk users receiving water service by town bulk contract rate, within the district boundary, with each such member being entitled to cast one vote for a municipal director for their district area. Directors shall be selected by plurality vote.”

“Yes, in some cases. There is a section in the By-laws that deals with recall of directors and referral of issues or Board decisions. For example the Board recommends By-law changes but the members must approve by a 60% vote.”

“There are no committees with authority to act on behalf of the governing board.”

“At a board meeting prior to filing the Form 990 with the IRS, the 990 draft was provided to the governing board for review.”

“The Organization's conflict of interest policy applies to all Board Members, Members of Board committees, agents, WEB Water General Manager and all other Entity employees and all of their immediate family members. It also includes independent contractors providing services or materials to WEB Water. Collectively all such individuals will be referred to as "Covered Persons." It is the obligation of the Board and WEB Water General Manager to publicize this policy to all Covered Persons on a recurring basis. All Covered Persons must disclose all real or apparent conflicts or dualities of interest with WEB Water's activities. Additionally, Covered Persons must annually complete a conflict of interest disclosure form as specified by the Board which includes providing a written description of the facts comprising the real or apparent conflict or duality of interest to the WEB Water General Manager or a Board Officer. Where a Covered Person believes there may exist a real or apparent conflict or duality of interest, that person must, in addition to filing the notice of disclosure, abstain from making motions, participating in relevant deliberations, voting, executing agreements, attempting to influence others' votes, or taking any other similar direct action on behalf of WEB Water where the conflict or duality of interest might pertain.”

“The Board reviews the General Manager's performance and sets the rate of pay. They are aware of compensation paid to similar CEOs in the region (REA co-ops, grain elevator managers, other Rural Water General Managers etc.). Each year the General Manager receives a review from the Board of Directors. For the other managers, the General Manager does an annual review and sets the rate of pay. The Board reviews the pay policy with the General Manager on an annual basis.”

“Financial Statements are available only to the members.”

“Amortization of Contributions for Construction -2,529,634. Membership Contributions 612,211. Advanced Bioenergy, LLC K-1 Income -504. Advanced Bioenergy, LLC Book Income 478.”