Presented by: David B. Vornehm and Tammy S. Koch

1. Presented by: David B. Vornehm and Tammy S. Koch

2. UPDATES • Name change – Articles of Incorporation Amended in 2008 • Addresses

3. ITEMS REQUIRED BY WATER ENVIRONMENT FEDERATION • Affiliation with Federation • Exclusive Area – State of Indiana • Objectives • Membership – Individuals and groups are eligible

4. MEETINGS • Proxies • Voting – When quorum present • Attendance via telecommunication

5. DIRECTORS • Must be members or employees/officers of members • Minimum of five (5) board members • Action by consent • Attendance via telecommunication • Removal • Compensation

6. EXECUTIVE DIRECTOR • Appointed by Board of Directors • Duties – to be assigned by Board of Directors or Bylaws • Board approval of actions

7. INDEMNIFICATION • Indemnification of officers and directors • Indemnification of those serving in other corporations at IWEA’s request • Coverage • Determination by Board of Directors • Insurance

8. CONTRACTS • Execution of contracts • Loans • Checks

9. AMENDMENTS • Special meetings

10. DISPOSITION OF ASSETS UPON DISSOLUTION • Vote of two-thirds of members required • Use of assets must be exclusively for Corporation’s purposes

11. CONFLICT OF INTEREST POLICY • Protection of Corporation’s interest • Disclosure by interested individual required • Determination by Board of Directors • Annual statements to be signed by officers and directors

12. REMAINING ISSUES • Annual report: There was a request to clarify this report. It is the annual filing due to the Indiana Secretary of State that lists the current address, registered agent, officers and directors. This report keeps the Corporation “active” with the Secretary of State.

13. REMAINING ISSUES(CONTINUED) • Notice of meetings: There was a question as to whether the annual conference business meeting fell under the notice provision in Article V, Section 4. The annual conference business meeting is subject to the notice requirements.

14. REMAINING ISSUES(CONTINUED) • Number of members required for quorum: There was a question as to whether this number should be changed. One director responded that the number seemed reasonable because it encouraged any issues where member approval is necessary not to be added at the end of something like an annual conference lunch meeting. We believe this number is reasonable as long as 50 members consistently attend meetings to obtain the quorum.

15. REMAINING ISSUES(CONTINUED) • President as Chief Executive Officer: There was a question as to whether the President or Executive Director is the “Chief Executive Officer” of the Corporation. As the Bylaws are written, the President is the Chief Executive Officer and we believe this is correct.

16. REMAINING ISSUES(CONTINUED) • Insurance for individuals entitled to indemnification: Article X, Section 5 provides that the Corporation shall provide insurance against liability for directors, officers, employees, agents, and delegates of the Corporation. There was a questions as to whether “delegate” should be added to other areas that reference “officers, directors,…” We included it in the insurance coverage section because a delegate is listed in Article X, Section 1 as an individual entitled to indemnification by the Corporation, so we thought it would be beneficial to insure against the potential liability.

17. REMAINING ISSUES(CONTINUED) • Admission: There was a comment from one director that the application process should be explained to the attorneys in order for us to confirm the relevant provisions are adequate. Based on our understanding of the application process, the Bylaw provisions are sufficient.