Water Environment Federation



Water Environment Federation

601 Wythe Street

Alexandria, Virginia 22314-1994

MEMORANDUM

To: Board of Trustees

From: Bill Bertera

Executive Director

Subject: Format for Board Resolutions and Minutes

Date: December 5, 2003

In order to assure that minutes of the Board of Trustees accurately reflect the nature of decisions made by the Board and to assure that sufficient background information be included to make possible the context of those decisions, I am recommending that a format similar to that used by other not-for-profit organizations be used for Board action items. That format includes:

• That the circumstances supporting the requested action be articulated in as many “whereas” bullets as may be necessary to adequately inform the Board regarding the resolution’s background;

• A “be it resolved” statement or statements which specifically define the action the board is asked to take;

• A statement of fiscal impact, and its amount, on the resources and budget of the Federation, or an affirmative statement that no such impact is anticipated;

• A statement that the resolution has or has not been considered by a committee of the Federation or its House of Delegates and either has or does not have a recommendation for action; and

• Reference and relevance to the WEF Strategic Plan.

To further make clear the actions and intentions of the Board, minutes of the formal meetings of the Board will contain all such resolutions and accompanying written documentation (to include reports, discussion papers and other associated materials) at the request of the sponsor.

Meeting minutes will also record specific statements, clarifications or votes, entered into the record at the specific request of any member of the Board, if such inclusion is without objection by any other member of the Board.

Minutes of meetings may also include references to reports given, conversations or subjects discussed and their general nature or subject matter, but specific conversations, or specific attributions of conversations to individuals, will not be included and will not be considered a part of the formal record of the meeting.

All meetings of the Board will be announced in accordance with the terms of the Constitution and Bylaws, be preceded by a published agenda, and be memorialized by a set of minutes signed by the Secretary of the Federation after approval and adoption and shall become the formal record of that meeting.

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