Scte Foundation Inc.

“The board has established an executive committee currently comprised of the officers of the board. Any two or more voting board members are eligible to serve on the executive committee. The executive committee may exercise all power and authority of the board in the management of the business and affairs of the foundation between meetings of the board except that the executive committee will not have the power or authority to: (a) amend the articles of incorporation; (b) adopt an agreement of merger or consolidation; (c) approve the sale, lease or exchange of all or substantially all of the foundation's property and assets; (d) approve the dissolution of the foundation or a revocation of a dissolution; (e) amend the bylaws of the foundation; or (f) fill vacancies on the board. The board has reserved the right to add additional restrictions to the authority of the executive committee in the future. At this time, no additional restrictions have been imposed.”

“The voting members of the foundation shall be the members of the board of directors of society of cable and telecommunications engineers, inc. (scte), a related 501(c)(6) exempt organization.”

“Scte board of directors shall elect, appoint and/or remove any and all voting members of the board of directors of scte foundation, inc. The scte treasurer, scte president and immediate past chair of scte are required to be board members of scte foundation.”

“The bylaws of the organization may only be amended, repealed, or adopted by a majority vote of the scte board of directors.”

“The form 990 is prepared by an independent accounting firm and then initially reviewed by accounting staff. Once that is completed, the information is reviewed with key officers of scte foundation and a complete copy is provided to all voting board members before filing with the internal revenue service.”

“The conflict of interest policy applies to the directors, officers, and any senior staff members of the foundation. An initial determination as to whether a particular outside transaction or relationship may constitute an actual, potential or apparent conflict of interest shall be made by the finance committee of the foundation, with the assistance of legal counsel and without the presence of the individual whose involvement in such transaction or relationship is under consideration. If the finance committee determines that a particular relationship or transaction represents an actual, potential or apparent conflict of interest, it (or the board, if the matter has been referred to the board) shall resolve such actual, potential or apparent conflict in one of the following manners: 1. Waive the actual, potential or apparent conflict as unlikely to affect the leaders ability to act in the best interests of the organization; 2. Determine that the individual leader should be recused from all deliberations and decision-making related to the particular transaction which gives rise to the actual, potential or apparent conflict. 3. Determine that the individual leader must resign from his/her service to the foundation because the actual, potential or apparent conflict is so pervasive that the leader would seldom, if ever, likely be able to act in the best interests of the organization. In addition to the above, the conflict of interest disclosure form is reviewed annually at the volunteer orientation meeting.”

“The governing documents, conflict of interest policy, and financial statements are available on the scte foundation website.”