California Stormwater Quality Associatio

“On occasion, members of the board of directors employed by the organizations that provide professional services may be in business relationships or enter into business relationships with other members of the board of directors employed by organizations that provide professional services. Such related party transactions are discussed in casqa's bylaws under article ix (conflicts of interests). Per article ix, section 9.01, any member of the board of directors must obtain the board of directors' approval pursuant to section 9.02 or section 9.03 and disqualify himself or herself from making, participating in the making of, or attempting to influence any decisions of the board of directors or a committee of the board of directors, if it is reasonably foreseeable that the decision is one in which the director has a material financial interest. Per article ix, section 9.05, a director who is required to disqualify himself or herself shall immediately disclose the interest, withdraw from any participation in the matter, refrain from attempting to influence any other director, and refrain from voting.”

“Casqa has over 500 memberships representing several thousand individual members. The association is known for several significant programs, including providing standard reference guidance manuals and portals, running statewide training and qualification programs, advising state and federal agencies on regulations and programs, and hosting quarterly meetings and webcasts, and an annual conference.”

“The organization has members who may elect one or more members of the governing body. All regular members shall have the right to vote, as set forth in casqa's bylaws, on the election of directors. During the annual meeting of members held annually in november, directors shall be elected or the result of the election presented if written ballot elections are held by mail or email in advance of this meeting and other proper business may be transacted.”

“Per sections 3.19 - 3.22 of the bylaws, one third of the voting power shall constitute a quorum for the transaction of business at any meeting of members. Voting may be by voice or by ballot, except that any election of directors must be by ballot if demanded before the voting begins by any member at the meeting. Each member entitled to vote may cast one vote on each matter submitted to a vote of the members. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be deemed the act of the members unless the vote of a greater number, or voting by classes is required by the california nonprofit public benefit corporation law or by the articles of incorporation.”

“Form 990 is prepared by an independent cpa firm in conjunction with the organization's accountant. A draft of the form 990 is reviewed by the executive director and accountant, and corrections/modifications are made by the outside cpa. The revised draft is then reviewed by the executive director and accountant. Any concerns that the executive director or accountant have are raised with the cpa firm and a consensus is achieved. Board members are sent a copy of the tax return prior to filing for their review. The return is then finalized and electronically filed with the taxing authorities.”

“All members of the board must annually provide a disclosure regarding any conflict of interest. Additionally, any member of the board must obtain the full board's approval before entering into a new material financial transaction that is reasonably foreseeable as posing a conflict to casqa. Board approval may be granted if a majority of the members conclude: (1) the proposed transaction is for the corporation's own benefit, (2) the proposed transaction is fair and reasonable to casqa; and (3) casqa cannot obtain a more advantageous arrangement with reasonable efforts under the circumstances. Any board member is disqualified if a transaction or relationship prevents the member from applying disinterested skill and undivided loyality to casqa.”

“Independent board members determine the compensation for the executive director, based on comparable community positions.”

“The governing documents, conflict of interest policy, and financial statements are made available for public inspection upon written request.”

“No changes between years.”