Board Resolution Approving Operational Stipends

Resolution

WHEREAS, the Board of Directors of The Art of Drinking Water (“the Organization”) has determined that certain individuals provide necessary operational services that are separate from unpaid governance roles; and

WHEREAS, the Board has reviewed the scope of services, reasonableness of compensation, and sustainability of funding for such services; and

WHEREAS, the Board has ensured compliance with the Organization’s Conflict of Interest Policy, including disclosure, independent review, documentation in meeting minutes, and required recusal;

WHEREAS, the Board has reviewed the scope of services, reasonableness of compensation using comparable nonprofit benchmarks, and sustainability of funding;

NOW, THEREFORE, BE IT RESOLVED that the Board approves the operational stipend schedule below, subject to the activation conditions and ongoing review requirements set forth in this Resolution.

Approved Operational Stipends (Non-Board Capacity)

Conditions of Activation

• Stipends apply only to operational services performed in a non-board capacity (separate from governance duties).
• Stipends activate only when both conditions are met:
  • At least $10,000 in awarded grant funding or documented, unrestricted committed donations; and
  • Maintenance of at least three (3) months of operating reserves after stipend payment.
• The Board may pause, reduce, or discontinue stipends if funding or reserves fall below sustainability requirements.
• Operational stipends are not guaranteed and do not constitute employment, wages, or ongoing compensation, and are contingent upon continued funding availability and Board approval.

Recusal & Documentation

• Any individual with a financial interest in a stipend (including their own) disclosed the interest and recused themselves from discussion and voting.
• The stipends were approved by an independent vote of disinterested directors and documented in the meeting minutes.
• If any listed individual was not present, the minutes will reflect attendance and recusal details accordingly.

Ongoing Review

The Board shall review operational stipends periodically for reasonableness, sustainability, and alignment with the Organization’s mission and financial capacity.

Vote Record

Motion: Approve the operational stipend schedule under the conditions stated above.
Vote: Yes _____   No _____   Abstain _____   |   Passed: Yes / No

Quick Definitions

Adoption

This resolution was adopted by the Board of Directors on __________________, by a majority vote of directors then in office, at a meeting where quorum was present.