Western Dredging Association

“Steve Cappellino is a new Board of Director as of June 6, 2019 and is the brother of the Executive Director Thomas Cappellino. Steve Cappellino is does not hold an officer position and is not part of the compensation committee. Thomas Cappellino is a key employee.”

“The Bylaws and Articles of Incorporation were amended and approved by the members and Board of Directors to properly align the current and future goals and objectives of the association.”

“The members elect the governing body and have the right to participate in the annual membership meeting where governance decisions are made.”

“In the WEDA Bylaws, Article VI, section 2: Members to the Board of Directors of WEDA shall be elected annually by the members from a slate of candidates developed by the Nominating Committee. The slate shall be approved upon the majority vote of the members voting where a quorum is satisfied. Directors shall be divided into three groups and shall serve staggered terms of three years, and no term shall exceed three years. Directors may succeed themselves if reelected.”

“Special meetings of members may be called at any time by the President/Chair, Executive Director, or by vote of the Board of Directors, and shall be called upon the request of at least five percent of WEDA Regular members or 100 WEDA Regular members, whichever is less, and made in writing to the President/Chair or Executive Director.”

“Form 990 is prepared and reviewed by the Executive Director and Treasurer, and the Board of Directors before it is filed.”

“If the Board has reasonable cause to believe that a director has failed to disclose the nature and extent of actual, potential or apparent conflict, it shall inform the director of the basis for such belief and afford the director the opportunity to explain the alleged failure. If, after hearing the response of the director and making such further investigation as may be warranted in the circumstances, the board determines that director has, in fact, failed to disclose an actual, potential or apparent conflict of interest, it shall take appropriate disciplinary and corrective action.”

“Compensation for officers and independent contractors or key employees are reviewed by the Board and Compensation Committee.”

“All governing documents are available upon request and are given within reasonable time.”