Watershed Management Authorities of Iowa
Meeting Minutes
October 18, 2017

Des Moines Public Works
5885 NE 14th Street
Des Moines, Iowa

In attendance: Melissa Miller, Rick Cruse, Hanna Bates, Stephen Main, Susan Judkins, Darren Fife, Jonathan Gano, Jim Erb, Adam Rodenberg, Jennifer Fencl, John Rahbun, Bret VandeLune, Amanda Brown, Cara Morgan, Rich Leopold, Don Shonka (telephone), Curt Kiessling (telephone).

Miller called the meeting to order at 10:00 a.m. Introductions were made. Miller gave an overview of the Iowa Water Center as well as the background of the creation of the WMAs of Iowa group.

The group referred to a draft version of the Articles of Incorporation, which was modeled off of another nonprofit organization in the state of Iowa. Miller remarked that the Articles, as well as the draft Bylaws, would need to be reviewed by an attorney. Fencl requested clarification on the purposes denoted as “charitable and educational.” Erb commented that he is an attorney, but does not wish to represent the group; however, he can help liaise between legal counsel and the group. The group discussed limitations on 501(c) (3) organizations in terms of advocacy/lobbying and again referred to the need for legal counsel to review the legal documents.

Miller noted that a business address would need to be identified in order to file the Articles of Incorporation. Judkins asked if the Iowa Water Center could serve as the physical address; Cruse stated we needed to confer with ISU administration as to the appropriateness of this. VandeLune stated that a nonprofit he is familiar with must file biannually, and that the address can change at that time. In some cases, it is a home address. Cruse recommended the address be associated with the current President of the Board of Directors. It was determined that the group should meet with the Iowa Nonprofit Resource Center at University of Iowa. Erb and Judkins volunteered to serve on an ad hoc committee for advancing the nonprofit filing for the organization.

Additional recommendations and changes can be found in the document entitled “DRAFT ARTICLES OF INCORPORATION WMAs of Iowa_TrackChanges_10.25.17.docx.”

The group referred to a draft version of the Bylaws, which was modeled off the bylaws for the University Council on Water Resources, a membership organization composed of academic institutions with interest in promoting water-related research, education, and public service. The group appeared to be similar in scope and structure to WMAs of Iowa. Miller stated the draft Bylaws should also be reviewed by an attorney. Kiessling also commented that some wordsmithing will likely need to be done by an attorney, so it is not necessary for this group to focus heavily on that.

Changes and recommendations made during this discussion can be found in the document entitled “Draft Bylaws WMAs of Iowa_TrackChanges_10.25.17.docx.” Points of discussion not captured fully in that document are as follows:

1)Congruency with reference to using the term “corporation” in both Articles of Incorporation and Bylaws.

2)Changing of word “delegate” to representative; allowing each WMA to identify one representative to serve as liaison (to vote and communicate on behalf of WMA) with an alternate.

3)Not allowing proxy rights to be given to a different WMA on behalf of another WMA. If all votes can be conducted electronically, by phone, and in person, it should not be difficult to obtain a quorum.

4)Structure of membership organization is a two-tier management system in that every WMA gets a vote in major procedural changes or additions (i.e. amendment of bylaws, board member appointments, approval of slate of officers), and from the membership, a smaller Board of Directors (7-13 members) is voted for which to direct day-to-day operations of the organization (i.e., planning the annual meeting, driving content to the website or other communications). The Bylaws likely require some semantic alterations to make this intention clearer.

5)Need to clarify how much and what type of advocacy the group can conduct as a 501(c)(3). Erb stated a lawyer will need to know the primary intent of the group, to lobby or receive donations. Fife commented that we want to do all of these things. Leopold explained that the organization should not have problems with hiring a lobbyist or engaging in many types of advocacy.

6)It is important that the bylaws allow for meetings to be conducted electronically and by phone as much as possible to increase regular participation.

7)The slate of officers should include: Past President, President, President Elect, Treasurer, and Secretary. Board of Directors should seek to be geographically diverse to ensure representation across the state. Board of Directors should identify an alternate.

Miller called for volunteers to serve as the inaugural Board of Directors and identify an alternate when possible. The following were identified:

1)Don Shonka – Upper Wapsipinicon WMA

2)Robert Rice (Amanda Brown, alternate) – Mud Creek, Spring Creek, & Camp Creek WMA

3)Cara Morgan (John Thomas, alternate) – East (and/or West) Nishnabotna Watershed Coalition

4)Susan Judkins (Darren Fife, alternate) – Walnut Creek WMA

5)Curt Kiessling (Ryan Peterson, alternate) – Catfish Creek WMA

6)Stephen Main (Jim Erb, alternate) – Upper Cedar River WMA

7)Jennifer Fencl – Indian Creek WMA

8)John Rathbun – Clear Creek Watershed Coalition

Suggested, but need to be confirmed:
9) Skip Moore (Jonathan Gano, alternate) – Fourmile Creek WMA

10) Mary Beth Stevenson – Lower Cedar WMA (currently forming)

Will serve if needed to get to odd number:

11) Adam Rodenberg – Middle Cedar WMA

The Iowa Water Center staff will be in communication with this group to proceed with nonprofit filing status and to schedule another meeting to be conducted electronically or by telephone.

Prepared by:

Hanna Bates and Melissa Miller, Iowa Water Center

and