Wisconsin Technical College System Foundation Inc.

“Articles of incorporation and bylaws were amended as follows: restated articles of incorporation: re-organized articles to be consistent with form 108, restated articles of incorporation, non-stock, not for profit corporation, state of wisconsin; eliminating language duplicative of the organization's restated bylaws and not required to be in the articles; updating the corporation's registered agent, registered office address, and principal office address of the corporation; and, clarifying that the corporation does not have voting members, that the number of directors shall be no less than three, and, that the corporation shall not engage in any action inconsistent with its status as a non-stock, not for profit, wisconsin corporation, or as a corporation exempt from taxation and holding public charity status under the internal revenue code. Restated bylaws: bylaws were amended to use consistent terminology and to improve clarity. The following provisions were changed: substituting "career" for "vocational" in the organization's purpose; eliminating references to "members distinct from directors; and, clarifying when a vacancy occurs on the board of directors, processes for the election, resignation and removal of directors and officers, the number and scheduling of board meetings, officers' duties, the definition of prohibited political activities, the definition of legislative advocacy, the organization's independence from other entities, the board's delegation of its powers and authority, and, processes to amend or restate bylaws or articles of incorporation.”

“The governing body does not have any committees with the authority to act on its behalf.”

“The prepared form 990 is reviewed and approved by the members of the governing body before the return is filed with the irs.”

“The organization's conflict of interest policy covers all of its directors and principal officers, as defined in the policy. The president of the governing body generally makes determinations of whether a conflict exists, and the members of the governing body review actual conflicts. Any person with a conflict is prohibited from participating in the governing body's deliberations and decisions in the transaction.”

“The governing body determines the compensation of the executive director as well as other employees of the organization. Before making its determination, the governing body consults compensation data, surveys, and/or studies and, from time-to-time, consults with an independent consultant to assist with obtaining comparable compensation data. The members of the governing body discuss the compensation data and vote to approve the compensation packages for the employees.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”