Nevada Water Resources Association

“A committee of four (4) Trustees that are appointed by the Board of Trustees serve as an Executive Committee. The Board of Trustees consists of sixteen elected NWRA members. Each District elects four members. Three of the elected members are Directors who have voting rights. The fourth elected member is an alternate who has voting rights only when a regular member of the same district is absent. The State Engineer serves as an ex officio member.”

“The Association has four member districts: District No. 1 - Clark, Lincoln, Nye, and Esmeralda Counties; District No. 2 - Mineral, Lyon, Douglas, Carson City, Storey and Churchill Counties; District No. 3 - Lander, Eureka, Elko, and White Pine Counties; District No. 4 - Humboldt, Pershing, and Washoe Counties.”

“The four member districts elect the board of trustees. Each district elects four trustees, one of which serves as an altnernate.”

“The Executive Committee does not comtemporaneously document the meetings held.”

“A copy of the Form 990 is made available to the governing board for review and comment prior to filing. The treasurer reviews the Form 990 and discusses any questions or issues with the CPA prior to filing.”

“1. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Executive Consultant or a voting member serving on the Board of Trustees considering the proposed transaction or arrangement. 2. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board of Trustees meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board of Trustees members shall decide if a conflict of interest exists. 3. Procedures for Addressing the Conflict of Interest a. An interested person may make a presentation at the Board of Trustees meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. b. The President of the Board of Trustees shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. c. After exercising due diligence, the Board of Trustees shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Trustees shall determine by a majority vote of the disinterested members whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 4. Violations of the Conflicts of Interest Policy a. If the Board of Trustees or Executive Consultant has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the Board of Trustees or Executive Consultant determines the member has failed to disclose an actual or possible conflict of interest, the Board of Trustees or Executive Consultant shall take appropriate disciplinary and corrective action. Each Board of Trustees member, contractor, and employee shall annually sign a statement which affirms such person: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arms-length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.”

“The governing documents and financial information are available upon request.”