Applied Technology Council

“Changes to the bylaws included: a change to the supporting professional organization and at-large member make-up of the board and the dues requirement for board members was removed.”

“The "members of the corporation" shall consist of fourteen (14) members, nine appointed by supporting professional organizations, and five appointed by the atc board of directors.”

“The board of directors shall be appointed at the annual meeting of the members of the corporation.”

“These bylaws may be amended or repealed and new bylaws adopted only by the vote or written consent of a majority of the members of the board of directors and further provided that the proposed changes to the bylaws must be presented in writing to all members of the board at least thirty days in advance of the meeting at which action is proposed to be taken on the proposed changes. Any member of the corporation may be removed as a director only by unanimous vote of the remaining members. Vacancies on the board of directors by virtue of resignation, removal, death, or other reason shall be filled through appointment of a new member in accordance with the provisions of article ii, section 1 of these bylaws, who will serve as a replacement director for the unexpired portion of the preceeding director's term.”

“There are no committees that have been granted authority to act on behalf of the board.”

“The 990 is prepared by an independent cpa firm with information provided by management. A draft of the 990 will be reviewed by the executive director and the director of operations before being filed.”

“All members of the board of directors are subject to a written ethics policy, which specifically addresses conflicts of interest, both real and perceived. New directors are instructed on the policy at the start of their term, and must sign and retain a copy of the policy throughout their term. The ethics policy imposes restrictions to avoid conflicts of interest by precluding directors from: (1) having any interest, financial or otherwise, in any business, transaction, or activity that is in conflict with the performance of their duties as a director; (2) using their position as director to secure any privileges or advantages; (3) acting in an official capacity on any matter in which they have a financial or other interest that might possibly impair judgement or objectivity; and (4) accepting any gift, favor, or service that might be inferred to have been offered in exchange for influencing the discharge of their duties as director. Atc depends on the honor system for disclosure of conflicts and potential conflicts, which are monitored and reviewed by the full board. The board reviews the ethics policy with new and existing directors at the time of the annual and organizational meetings, and discusses conflicts and potential conflicts on an ongoing basis, if and when they arise.”

“The executive director's performance is reviewed annually by the executive committee and reported to the board of directors. Any resulting changes in compensation are recommended to the board for review and approval. Compensation is reviewed for reasonableness by the independent members of the executive committee and the board of directors. In reviewing staff compensation, directors rely on comparability data based on specific salaries and compensation levels in their respective organizations, and, in general, across the structural engineering profession. Comparability data also consider regional adjustments for cost of living in the san francisco bay area, as well as adjustments necessary to attract and retain highly qualified individuals with specific technical expertise. The process occurs annually at the board meeting following the first quarter of the fiscal year, with changes in salary implemented at the start of the third quarter. Documentation of the deliberation and the decision regarding changes in compensation, including review for reasonableness, is contained in the board of directors quarterly meeting minutes.”

“The organization's governing documents are made available to the public upon written request to the organizations principal office.”

“The organization's governing documents are made available to the public upon written request to the organizations principal office.”

“Consultant services: program service expenses 2,863,721. Management and general expenses 0. Fundraising expenses 0. Total expenses 2,863,721.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”