Nevada Water Resources Association

“An executive committee of four voting member trustees are appointed by the full board of trustees. The executive committee manages the day to day operations of the organization.”

“The organization has 16 elected members from four separate geographic districts in nevada.”

“The board of trustees consists of 16 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 nevada state engineer serves as an ex officio member.”

“All major decisions requiring full board approval are made by the full board of trustees.”

“The executive committee does not contemporaneously document the meetings held.”

“Form 990 is made available to the governing board for review and comment prior to filing. The treasurer reviews form 990 and discusses and questions or issues with the cpa prior to filing form 990. The treasurer authorizes the cpa to file form 990 once all questions and issues have been resolved.”

“1. Duty to disclose: in connection with any actual or possible conflicts 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 boatd of trustees meeting while the determination of a conflict of interest is discussed and voted upon as necessary. The remaining board of trustees shall decide if a conflict of interest exists. 3. If the board determines that a possible conflict of interest exsits and after exercising due diligence, the board of trustees shall determine whether the organization can obtain, with reasonable efforts, another transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 4. If another transaction or arrangement is not reasonably possible under the circumstances not producing a conflict of interest, the board of trustees shall determine by a majority vote of the disinterested trustee/members whether the conflicted transaction or arrangement is in the organizations best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the board of trustees shall make its decision as to whether and to what extent to enter into the transaction or arrangement. 5. 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 due process in explaining the failure to disclose. B. If, after hearing the member's response and after making further investigation as warranted under the circumstances, the board of trustees will determine if the member has, in fact, failed to disclose the conflict of interest. If the board determines such a failure to disclose was made, the board can take appropriate disciplinary and corrective action. Each board member, contractor, and employee shall annually sign a statement which affirms: that such person has received a copy of the conflict of interest policy, has read and understands the policy, agrees to comply with the policy, and understands the organization a 501c3 entity and in order to maintain its federal tax-exempt status, it must engage primarily in activities which accomplish one or more of its approved tax exempt purposes.”

“The executive consultant is an independent contractor whos compensation is determined by the governing board annually. This position is a non-voting position.”

“Governing documents are made available upon request to interested parties.”