Wtia Employee Benefit Trust

“Michael Schutzler is a trustee of this trust and Chief Executive Officer of the Washington Technology Industry Association (the WTIA). Shannon Jurdana is the chair of this trust and President and Chief Executive Officer of Vimly Benefit Solutions, Inc., the contracted third party administrator.”

“The WTIA's wholly owned subsidiary, HR Benefits, Inc., has subcontracted with a third-party administrator (Vimly Benefit Solutions, Inc.) to provide certain eligibility and administrative services. The Trust has directly contracted with WTIA to provide certain bookkeeping and consulting services, and with HR Benefits, Inc. to provide certain administrative, marketing, sales, advisory, monitoring and compliance services.”

“Initially, Trustees were appointed by the Washington Technology Industry Association (WTIA) president and confirmed by the WTIA's executive committee. The Trustees have the authority to either increase or decrease the size of the Board of Trustees. In the event of a termination, resignation, death or vacancy of a Trustee, any new or successor Trustee will be provisionally appointed by the current Trustee(s). In the event there are no current Trustees, an additional or successor Trustees will be provisionally appointed by WTIA. In making the appointment, the remaining Trustee(s) or WTIA will attempt to select an individual from one of the participating employers, it being the intent that the Trustees, as a group, constitute a fair representation of the participating employers. Notice of the provisional appointment will be mailed by the administrative office to all participating employers and will become final thirty (30) days after such notice unless, in the meantime, participating employers representing 51 percent of the participating employees should object, in writing, to the appointment. In the event such an objection is filed, the Trustees will conduct a referendum election among all of the participating employers. Each employer may submit the name of one nominee and in the referendum each employer will be entitled to one vote. Each vote will be weighted, however, by the number of the employer's employees participating in the Trust (as measured by the number of employees reported on the employer's reporting form received by the Trust in the month prior to the month of the election). The nominee who receives the largest number of votes will be declared the new Trustee. The current Trustees or WTIA will have full authority to make the arrangement for the election, including the adoption of any election rules which they may deem appropriate. The costs of the election will be chargeable to the Trust. Each successor Trustee will acknowledge, in writing, his or her acceptance of appointment as successor Trustee.”

“The Form 990 was prepared under the guidance of the Board of Trustees by the independent accounting firm SCHOEDEL & SCHOEDEL, Certified Public Accountants, PLLC. Draft copies of the Trust's financial statements and Form 990 were first provided to the Trust's consultants and advisors, who reviewed the Form 990 for accuracy and completeness. Any questions, concerns or issues raised by the consultants and advisors were addressed and any necessary revisions were made to the Form 990. The revised Form 990 was then provided to the Board of Trustees for its review and approval. Any additional questions, concerns or issues raised by the Board of Trustees were addressed and any necessary revisions were made to the Form 990. The final version of the Form 990 was reviewed and approved for filing by the Board of Trustees.”

“Annually, the Board of Trustees reviews the conflict of interest policy and list of service providers. Each board member is then asked to provide a written and signed conflict of interest statement. The conflict of interest statement affirms that the director has reviewed the conflict of interest policy and either: affirms that the director is unaware of any potential conflicts; or lists any potential conflicts known to the director. Additionally, all interested persons (Trustees, service providers, or any other person having responsibility for the management or administration of the organization's finances, investments, or other proprietary information) are under a continuing obligation to disclose any potential conflict of interest to the Board of Trustees as soon as it is known or reasonably should be known. Furthermore, all agreements and contracts are reviewed by Trust legal counsel prior to execution in order to assist the Board of Trustees in identifying any actual or potential conflicts of interest. For any disclosed potential conflict, the Board of Trustees evaluates the potential conflict to determine if an actual conflict exists and what, if any, actions are required to eliminate or mitigate the conflict of interest. The evaluation must be made in good faith and based on all material facts. The organization may enter into a transaction or arrangement in which an interested person has a conflict of interest only if the Trustees have documented their evaluation and approval of the transaction or arrangement, and has determined that the transaction or arrangement is fair and reasonable to the organization; is in the best interest of the organization; furthers the organization's purposes; and does not result in a violation of ERISA or the Internal Revenue Code. An interested person who has an actual or potential conflict of interest is not present for or leaves any portion of a meeting at which the Trustees are voting to determine whether a conflict exists, but may be present prior to the vote or discussion of the vote to make a presentation to the Trustees, disclose additional facts, or respond to questions.”

“The compensation of the Chief Executive Officer of the Washington Technology Industry Association (WTIA) is reviewed annually by a committee appointed by the WTIA Board of Directors. The committee is composed of individuals independent of the employees being evaluated. The committee considers all relevant factors including (but not limited to): level of experience, performance reviews, and published compensation of similar positions in other organizations. The compensation committee's deliberations are recorded. The conclusions and supporting information of the compensation committee are reported to WTIA's executive committee. The executive committee reviews the compensation committee's report and makes a recommendation of compensation to the WTIA Board of Directors. The WTIA Board of Directors sets the compensation level.”

“The Trust's governing documents, conflict of interest policy, financial statements and Form 990 are available to the general public upon written request sent to Vimly Benefit Solutions, Inc. at: P.O. Box 6, Mukilteo, WA 98275.”

“The Trust does not compensate any of the members of the Board of Trustees. The board chair of this trust is an officer and key employee of the third-party administrator and a contributing employer. Another trustee of this trust is the Chief Executive Officer of the Washington Technology Industry Association (the WTIA). The Chief Executive Officer of the WTIA, as part of his employment expectations, understands that he must serve on this board of trustees. His compensation from the WTIA takes into consideration services performed by him in regard to the Trust. The other Trustees serve on a voluntary basis, and receive no known compensation from their respective employers, or any other party, for their services on this board of trustees. The trust does not readily have access to information related to the compensation paid by entities other than the WTIA to Trustees.”