Coos Watershed Association

“The board of directors has an executive committee consisting of the officers of the board of directors with the purpose to support the executive director, and liaison between the board of directors and executive director. The executive committee also is responsible for ensuring that the board of directors is effectively performing its oversight duties for the organization. The committee examines how the board is functioning on an ongoing basis, identifies areas of opportunity, and makes recommendations for improvements to the full board. The committee also monitors whether the board is complying with its obligations as set forth in the articles of incorporation and bylaws. Committee duties: a. Coordinate with the executive director to develop plans and ensure the activities of the association are consistent with its strategic plan. B. Review the quarterly financial statements. C. Annually, and at other times as needed, facilitate the performance review of the executive director, integrating feedback from the full board of directors. D. Support the executive director by providing immediate feedback and decisions on behalf of the board of directors when there is insufficient time to notify and meet as a whole. E. Set agendas for board of directors meetings. F.facilitate annual officer elections. G. Plan annual board retreat. H. Evaluate board effectiveness and work with the board of directors on improvement plans. I. Recommend ongoing training and development for board members. J. Oversee recruitment of new board members as needed to increase board effectiveness. K. Develop bylaw amendment proposals as necessary or requested (by a board member or executive director) and bring to full board of directors for consideration. L. Manage the removal process of a board member if necessary. M. Report all activities to board of directors. Regardless of the above, the executive committee does not have the authority to: a. Elect, appoint or remove any officer, board member, or executive committee member; b. Authorize the sale, lease, exchange or mortgage of all or substantially all of the organization's property and assets; c. Authorize the organization's dissolution or revoke proceedings therefore; d. Amend, alter or repeal the articles of incorporation, bylaws or any resolution of the board of directors; or e. Authorize the payment of a dividend or any part of the organization's income or profifts to its directors, officers or any other person or entity.”

“The bylaws were amended in may 2024 and november 2024 to: 1. Decrease the minimum number of board members from 12 to 9; and 2. Remove the governance committee as a standing committee of the board of directors.”

“Prior to filing, the form 990 was reviewed by the financial manager and by the executive director, then it was reviewed and approved by the board of directors.”

“The conflict of interest statements are completed by board members and returned to the office manager. Potential conflicts of interest are disclosed to the president who brings them, if material, to the executive committee. The decision to authorize a transaction with potential conflict of interest is at the discretion of the executive committee.”

“In 2023, the organization contracted to conduct a wage/salary review and a compensation assessment for each staff position in the organization, including the executive director. The executive committee is responsible for the review of the executive director's compensation and makes a recommendation to the board of directors.”

“The organization's governing documents and financial statements are available on our website.”

“The responsibility and process for selecting the financial statement auditor and for overseeing the financial statement audit did not change during the year.”