Greater Washington Partnership

“At such time and for so long as the board consists of more than ten directors, the board shall designate an executive committee of at least five members composed of (a) the chair, (b) the vice chair(s), if any, and (c) that number of other directors designated from time to time by a majority of the directors then in office as shall constitute a committee of at least five members. The executive committee shall exercise all powers and authority of the board in conducting the affairs and managing the property of the corporation, except that it may not (i) approve the annual budget or any amendment thereto or to the articles or the bylaws, (ii) authorize disbursements of the funds of the corporation except in accordance with the resolutions or other action of the board, or (iii) take any action described in section 4.1(d) of these bylaws. Among other duties, the executive committee shall (i) serve as the policy review and strategic planning committee and the governance committee, and in such capacities, (a) recommend to the board nominees for election as directors and members of committees of the board, (b) create and appoint members to advisory committees and advisory councils and appoint other advisors to the board, and (c) develop recommendations to the board concerning the corporations' objectives, policies, priorities and budget, (ii) serve as the compensation committee, and in such capacity, (a) establish a compensation policy for all officers of the corporation, (b) approve compensation recommended by the president for all other senior officers, as provided by resolution of the board, and (c) determine all terms of the compensation for the president, and (iii) report to the board on its deliberations and activities. Section 4.1(d) is defined as "no committee shall fill vacancies on the board or on any board committee, or adopt, amend or repeal the corporation's bylaws; provided, however, that the board may appoint one or more directors as alternate members of any board committee to replace any absent or disqualified member during such member's absence or disqualification."”

“The 990 is reviewed and approved by the audit committee.”

“Members of the board of directors, officers, and key employees are required to sign a conflict of interest policy. The board consistently monitors the conflict of interest policy by including this policy as an annual agenda item at its board meeting, and each member of the board, officer and key employee is required to complete an annual conflict of interest disclosure statement.”

“Compensation amounts of all officers and key employees are reviewed and approved by the executive committee.”

“No governing documents are made available to the public.”

“The audit oversight process has not changed from the prior year.”