Wvc

“Secretary/treasurer, parliamentarian, and ceo are non-voting members of the board.”

“The coo is related to one of the accounting department employees, the cvmo is related to one of the cpe examiners, dr. White and dr. Mcdermott are both investors in an animal hospital, the cvmo is employed part time at the same company where the treasurer is employed, the coo's husband owns a construction company that did a home improvement project for a key employee.”

“Members of the organization shall consist of the following: (a) each veterinarian who was either (i) an attendee or speaker at the immediately preceding annual conference of wvc (the "annual conference"), or (ii) an attendee or speaker at one or more of the corporation's hosted in-person conferences, courses or events held during the period commencing on the day following the closing date of the immediately preceding annual conference through the closing date of the next annual conference, (which participation therein designates such veterinarian the status as a "veterinary member" of the corporation), shall be a "veterinary member" through and until the closing date of the next annual conference. (b) each veterinary technician who was either (i) an attendee or speaker at the immediately preceding annual conference of wvc (the "annual conference"), or (ii) an attendee or speaker at one or more of the corporation's hosted in-person conferences, courses or events held during the period commencing on the day following the closing date of the immediately preceding annual conference through the closing date of the next annual conference, (which participation therein designates such veterinary technician the status as an "associate member" of the corporation), shall be an "associate member" through and until the closing date of the next annual conference. (c) each physician of human medicine who was an attendee or speaker at one or more of the corporation's hosted in-person conferences, courses or events held during the period commencing on the day following the closing date of the immediately preceding annual conference of wvc (the "annual conference") through the closing date of the next annual conference, (which participation therein designates such physician the status as a "human medicine member" of the corporation), shall be a "human medicine member" through and until the closing date of the next annual conference.”

“Each veterinary member of record as of the record date as established pursuant to article iii, section 10 shall be entitled to vote on the election of (a) members of the board of directors who are to serve as veterinary directors pursuant to article iv, section 1(e), and (b) vice president pursuant to article v, section 2(c). Each associate member of record as of the record date as established pursuant to article iii, section 10 shall be entitled to vote on the election of that member of the board of directors who is to serve as the veterinary technician director pursuant to article iv, section 1(d). Each associate member can also vote for the vp candidate as the other two membership categories can. It is under article iv, section 1 (d) and (b) and article v, section 2(c) of the 2022 bylaws. Each human medicine member of record as of the record date established pursuant to article iii, section 10 shall be entitled to vote on the election of (y) the person who is to serve as the human medicine director pursuant to article iv, section 1(f), and (z) vice president pursuant to article v, section 2(c). Such elections shall be held in accordance with these bylaws and nrs 82.286, and such elections may be held annually by ballot in accordance with nrs 82.326 instead of at the annual member meeting at the option of the board of directors. The members shall have no other right to vote on any other matters unless the board determines, in its sole discretion, a vote on such matters shall be presented to the members or unless required by the articles of incorporation or by nrs chapter 82.”

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

“The form 990 is prepared by an outside tax preparation firm and then reviewed by the cfo. The tax preparation firm then goes over the 990 with the board and explains the return and answers any questions. The board then formally votes to accept the 990 as prepared before it is filed.”

“The organization's conflict of interest policy requires transactions or investments between the organization and interested persons (as hereinafter defined) that give rise to a conflict of interest under the organization's conflict of interest policy to be reviewed by either the board of directors or a committee of the board of directors (the "reviewing body"). Interested persons are required to report conflict of interest transactions to the reviewing body. The reviewing body reviews the transaction to determine if a conflict of interest exists and if it is in the best interest of the organization to engage in the transaction. The interested person may present the facts material to the conflict of interest transaction but is prohibited from deliberating the merits of the conflict of interest transaction with the reviewing body or voting with the reviewing body on whether the organization should engage in the conflict of interest transaction. If an interested person fails to disclose a conflict of interest transaction, then, upon discovery of the conflict of interest transaction, the reviewing body reviews the conflict of interest transaction and possesses the ability to take any necessary disciplinary and corrective action. The term "interested person" includes, without limitation: a) any current or former senior executive officers of the organization, including the chief executive officer ("ceo"), chief financial officer ("cfo") and chief veterinary medical officer ("cvmo"); b) any current director of the organization or person who has served as a director of the organization within the past five years; c) any current or former employee of organization whose compensation is reported on the organization's annual form 990 to the irs as a "key employee" (this threshold is currently any employee making in excess of $150,000 per year); d) any individual who is the spouse, brother or sister (whether whole or half-blood), ancestor, child (whether natural or adopted), grandchild, great- grandchild, or the spouse of a brother or sister, child, grandchild, or great-grandchild, of an individual referenced in subparagraphs a-c, above; and e) any organization in which an individual described in subparagraphs a-d, above, has joint or sole control or a fifteen percent (15%) or greater beneficial interest. Those covered under the policy are required to sign an annual disclosure statement for review by the board of directors.”

“Wvc engages professional compensation analysts to perform a compensation study at a minimum of every three years. A compensation study was done in 2021 which covered all officers of the organization (board compensation did not change). An independent compensation committee of the board uses the compensation study to determine compensation for all officers and board members.”

“The organization makes the form 990 and 990t available upon request.”

“The organization makes the applicable documents available upon request.”

“Loss on disposal of property and equipment -62,556. Prepayment penalty on loan refinance -570,624.”