MINUTES OF THE WATER AND SEWER DISTRIBUTORS OF AMERICA BOARD OF DIRECTORS' MEETING Sunday, March 28, 2004

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1 MINUTES OF THE WATER AND SEWER DISTRIBUTORS OF AMERICA BOARD OF DIRECTORS' MEETING Sunday, March 28, 2004 I. WELCOME/CALL TO ORDER/ANTITRUST GUIDELINES APPROVAL OF PREVIOUS MINUTES President Terry Dotson called the WASDA Board of Directors meeting to order at 10:30am on Sunday, March 28, In attendance were: Mike Dooley Terry Dotson Brian Dougan Mike Groeniger Rob Hickson Dennis Johnson Steve Prescott John Schulte Wally Shields Greg Strayer Ron Vasko Dave Yoder Ned Rahn WASDA Legal Counsel Sue Pine WASDA Staff Holly Chapman WASDA Staff Ned Rahn reviewed the Antitrust Guidelines and stated that they would govern the activities and discussions of this meeting. The minutes from the October Board Meeting were approved as distributed. II. PRESIDENT S REPORT The National Association of Pipe Fabricators Executive Director, Ted Wright, is considering retirement and a possible realignment/merger with WASDA. A motion to create a task force to further investigate this situation was moved, seconded, and carried. The task force will include Mike Dooley (Chair), Ron Vasko, and Dave Yoder. Additional members should include any WASDA members that are also NAPF members. The task force is to report back to the Board by the October meeting. III. STRATEGIC VISIONING TASK FORCE President Dotson noted that the Board agreed to review the Strategic Action Items at every board meeting. Strategic Action Plans 1, 2, and 3 have either been accomplished or are in progress. Items 4-7 are also in progress. Mr. Dooley will work to create action plans for the remaining highlighted objectives.

2 IV. TREASURER'S/AUDIT REPORT Mr. Dooley reported that the Audit Committee met with Murray Greenberg from Robin, Kramer, and Green (RKG) and determined to continue to retain Mr. Greenberg and his firm to perform the annual audit. Mr. Dooley also asked about SAS900. Mr. Greenberg said this was not going to cost any additional money. RKG does review the investments and procedures in their annual audit. In regards to investments, Mr. Dooley also spoke to Will Harvey, at Janney Montgomery Scott, about WASDA s investments. At the recommendation of Will Harvey, the Board determined to wait until the fall on possibly investing in longer term funds/cds when interest rates will hopefully rise. Mrs. Chapman shared the Sarbanes-Oxley position paper from Fernley & Fernley and noted that WASDA was the model client association for creation of this document. Mr. Rahn will review and determine how much WASDA can have in reserves and still maintain their not-for-profit status. V. INDUSTRY MARKETING COMMITTEE Dave Yoder reported that a 3 rd Party Firm, Agency3 completed a phone survey to 15 Distributor members and received 13 responses. As a result of this, two surveys were sent via Zoomerang to the WASDA membership (with a 38% response) and to industry manufacturers. The results from both surveys were in line with WASDA s Strategic Plan. The Committee interviewed two marketing firms and recommended Inside Out Communications, who have been approved by the WASDA Board via unanimous consent. Since then, Inside Out has created a new Membership Brochure, plans for a member support kit (posters, bumper stickers, artwork, etc.), and the beginning stages of a website overhaul. Chris Dennis, WASDA s representative from Inside Out, will be presenting its ideas and plans to the membership with the hopes for member feedback. Mr. Yoder noted that the brochure and website will most likely expend all budgeted marketing monies. President Dotson attended the AWWA-MAC Meeting as WASDA s representative in Tucson, Arizona. Their next meeting is October 20-21, They discussed programming for the 2005 Annual Conference. Also, Mr. Dotson will make a presentation on distribution at the 2004 Annual Conference in Orlando, FL to college students. A motion to have Terry complete a 3-year term as WASDA s MAC Liaison and then have the future MAC Liaison selected by the Board from the Executive Committee for a 3-year term was made, seconded, and carried. Inside Out will need to slightly adjust the WASDA logo for printing purposes, by taking out the multiple lines within the WASDA.

3 Since there is no written agreement with Inside Out, Mr. Rahn will prepare a suitable written agreement for signature. This agreement will include WASDA s ownership of all created materials. A motion to set Associate Membership Dues at a flat fee of $1,000 per year, per billing entity was made, seconded, and carried. The Associate Committee will need to make a recommendation as to whether non-member manufacturers can (or cannot) attend future Forums. VI. PROGRAM DEVELOPMENT Greg Strayer reviewed 2004 Annual Meeting program. There were 310 attendees (280 delegates and 30 spouses) and WASDA filled over 100% of the hotel room block. Staff will research San Antonio, Santa Fe, and Tucson as possible locations for the 2005 Annual Meeting. A motion to create a task force to investigate when the Partnership Forum should take place from both the manufacturers and distributor s perspective was made, seconded, and carried. VII. MEMBERSHIP Mike Groeniger reported that WASDA has 59 members as of March Mr. Groeniger has been hard at work on a tentative recruiting territory map and recruitment list to start development of a prospective member membership campaign. Sample prospective packets should be sent to each Membership Committee member. VIII. PUBLICATIONS WASDA s mailing list will be increased to include everyone listed within the WASDA membership directory in the database for meeting and newsletter mailings. Plus, future newsletters will be either black and white or 2 color to allow for easier printing. The Membership Directory was delayed at the printer and is not available for distribution at this meeting, but they will be mailed to manufacturer Forum attendees and member companies shortly. The Publications Committee needs to determine what the advertising pricing will be for Associate Members. IX. MANAGEMENT INFORMATION The 2004 Statistical Survey has been mailed to the membership. The deadline for completed surveys is May 15 th. X. REPORT FROM LEADERSHIP DEVELOPMENT COMMITTEE The Leadership Development Committee will present the following slate to the membership for vote on Monday morning: Wayne Johnson, Sam Miller, and Rich Old. XI. MATT STAGER MEMORIAL SCHOLARSHIP FUND UPDATE

4 It needs to be determined whether children of WASDA Associate Member employees would be eligible for the Matt Stager Scholarship. Mr. Rahn will review the declaration of trust. Scholarship contributions currently total $14,150 and there are still outstanding action items from the 2003 Board meeting that President Dotson agreed to follow up on in his new position as Stager Liaison. XII. ASSOCIATION HEADQUARTERS REPORT The Association Headquarters Report was postponed to the following day. XIII. OLD BUSINESS There was no old business for discussion. XIV. NEW BUSINESS Mr. Dooley made the Board aware that has WASDA listed as an industry partner on their website. The Board agreed to have Ned Rahn write a letter asking them to delete WASDA s name from their site as WASDA does not endorse nor do business with Eclipse. President Dotson announced that Holly Chapman will cease her full-time employment at Fernley by the end of August to pursue a teaching career. The Executive Committee plans to visit Fernley this summer to meet Ms. Chapman s replacement and to begin discussions on the management contract. XV. ADJOURNMENT With no further business to discuss, the meeting adjourned at 1:50pm. Respectfully submitted, Holly C. Chapman Executive Director

5 MINUTES OF THE WATER AND SEWER DISTRIBUTORS OF AMERICA BOARD OF DIRECTORS' MEETING Monday, March 29, 2004 I. WELCOME The new President, Greg Strayer, called the WASDA Board of Directors meeting to order at 12:15pm on Monday, March 29, In attendance were: Mike Dooley Terry Dotson Mike Groeniger Deron Johnson Sam Peirce John Schulte Wally Shields Greg Strayer Ron Vasko Dave Yoder Ned Rahn WASDA Legal Counsel Sue Pine WASDA Staff Holly Chapman WASDA Staff Ned Rahn reviewed the Antitrust Guidelines and stated that they would govern the activities and discussions of this meeting. II. COMMITTEE APPOINTMENTS AND ASSIGNMENTS A motion to approve Dave Yoder as WASDA Treasurer in accordance with the bylaws was made, seconded, and approved. The committee assignments for 2004 were reviewed. III. OLD BUSINESS The Program Committee planed to meet at 2pm later that day. IV. NEW BUSINESS The 2003 Partnership Development Survey was sent electronically to the WASDA Board of Directors. Sue Pine distributed an agenda for discussion that compiled the comments and results of the Partnership Survey and tied them in to the Will to Govern Well document. The following ideas were the result of the survey and discussions. The Membership Committee Chair will review the prospective member list every year. Staff will notify the Membership Committee on a monthly basis who has requested prospective packets. Need to consider noting prospective members in Connections too. Mr. Groeniger will send a prospective list via territory to the regional representatives on the Membership Committee. Any edits should be returned to Mr. Groeniger and Headquarters by June 1, New Membership Brochures will be sent to prospectives once the list has been cleaned.

6 Greg Strayer will assign member companies for Board members to contact once a quarter for new business news to be published in Connections (3 companies, plus their own). A new address, wasdanews@fernley.com, should be considered. Action Items from previous meetings tend to get lost in the shuffle, so updated Action Items, from the Board and Committees, will be included with the monthly activity reports. The Committees should attempt to get a non-board member involved. The Associate Member Committee will have their own business meetings at the Annual and Fall meetings. The Chairman of this Committee will sit on the WASDA Board as the Associate Director. These meetings will require agendas, minutes, staff, and counsel in attendance. Greg Strayer will decide who would serve as the Distributor Liaison to the Associate Member Committee. Mr. Strayer should consider whether this liaison is from the Board or not. Fernley has created a meeting planning department for greater focus and efficiency. Fernley is actively pursuing a content management software program that will allow association teams to update their own websites, as well as an online registration program that will work with our current database. As the new Treasurer, Dave Yoder should plan to visit Fernley & Fernley for a tour and explanation of all of the processes and procedures. The Program Committee should consider hospitality suites for future meetings. Staff will investigate this option for Kansas City. A motion to hold a booth at the 2004 AWWA Annual Conference was made, seconded, and approved. Ferguson offered to lend WASDA a booth and volunteers will be necessary to man the booth. ***Since this motion was made, Ned Rahn has recommended that WASDA not participate in this show for legal reasons. The Executive Committee agreed that WASDA will not participate. V. ADJOURNMENT With no further business to discuss, the meeting adjourned at 1:35pm. Respectfully submitted, Holly C. Chapman Executive Director