Solid Waste Association of North America

“During the year, swana updated its bylaws. Changes include the following: - membership structure removed from bylaws: specific membership classes, rights, and privileges are eliminated. The - board is given authority to define membership categories and rights through policy. - reduced quorum and notice requirements: member meeting quorum is lowered from 100 to 50 members, and minimum notice is reduced from 30 days to 10 days, allowing more efficient decision-making. - board governance streamlined: board quorum is reduced from two-thirds to a simple majority. Term structures are simplified, and removal standards are updated to reflect legal and fiduciary norms. - new executive committee created: officers may act on behalf of the board in true emergency situations between meetings, with limits and prompt reporting requirements. - advisory board replaced: the advisory board is renamed an advisory council, with structure and operation governed by the policy manual. - committees restructured: standing committees are revised and realigned (technical policy, finance, membership, governance) with smaller membership and clearer leadership roles. - operational details moved to policy: provisions on technical divisions, awards, chapter documentation, financial mechanics, and executive duties are removed from the bylaws and addressed through board-approved policy.”

“Swana has 6 types of memberships including, public sector individual member, private sector individual member, student member, life member, honorary member, and retired member.”

“The members of swana elect the officers. Board members are approved to their positions. Board of directors members are elected by regions, representing chapters in 13 defined geographic areas, and by constituencies in technical divisions, private sectors, and young professionals.”

“Bylaw changes are subject to approval of the board of directors and by the full membership, thereafter.”

“The draft 990 is reviewed by staff, then distributed to the finance committee and board of directors for review and comment. A copy of the filed 990 is stored in myswana - a member community platform - as a library item for future reference by the board and finance committee.”

“Swana follows its written conflict of interest policy by ensuring disclosure of all material facts concerning any potential conflict of interest, removing an interested person during the discussion of and vote on the transaction or arrangement involving the possible conflict of interest, and requiring interested persons to annually sign a statement acknowledging the conflict of interest policy and additionally during the year if a conflict of interest arises.”

“After review of cost-of-living data from bureau of labor statistics, compensation surveys, and other information, the compensation committee presents the board of directors with recommended changes to the base salary for the ceo. The timing of these decisions is identified in the ceo employment contract. The compensation committee (a subset of the board of directors) also recommends a performance bonus for the ceo based on a review of management, operations, and financial goals, according to criteria written into an attachment to the employment contract. Prior to may 2024, after review of similar information and individual performance, the ceo determines the base salary and a performance bonus for the deputy executive directors (deds) and the director of membership. Pay changes for other key employees and/or hce are determined by the executive team consisting of the ceo and the two deds. Performance bonuses for all employees other than the ceo are awarded at the discretion of the ceo. After may 2024, after review of similar information and individual performance, the ed/ceo determines base salary and performance bonuses for all employees and are awarded at the discretion of the ed/ceo.”

“Swana makes its governing documents, conflict of interest policy, federal forms 990 and form 1023, and financial statements available upon request by providing copies at the office. The bylaws, management & administrative policies, and annual financial audit are available to all members behind a firewall on swana's website.”

“Other professional fee: program service expenses 495,463. Management and general expenses 128,333. Fundraising expenses 9,598. Total expenses 633,394.”