Humanities Washington

“A copy of the organization's form 990 is provided to all trustees. The finance committee, which is comprised of trustees and non-trustee financial professionals, reviews and approves the form 990.”

“The standard of behavior at HW is that all trustees, committee members, employees and volunteers scrupulously avoid conflicts of interest between the interests of HW on one hand, and personal, professional and business interests on the other. This includes avoiding potential and actual conflicts of interest, as well as perceptions of conflicts of interest. A conflict of interest exists when the loyalties or actions of a trustee, committee member, employee or volunteer are divided between the interests of HW and the interests of the trustee, committee member, employee or volunteer. Further, conflicts of interests are not purely limited to direct and indirect financial interests but include any other interest that may influence the judgment of a trustee, committee member, employee or volunteer. Both the fact and the appearance of a conflict of interest should be avoided. All trustees, committee members, employees and volunteers understand that the purposes of this policy are to protect the integrity of HW's decision-making process, to enable HW's constituencies to have confidence in HW's integrity and to protect the integrity and reputations of trustees, committee members, employees and volunteers. Upon or before election, hiring or appointment, all trustees, committee members, employees and volunteers will make a full, written disclosure of interests, relationships and holdings that could potentially result in a conflict of interest. This written disclosure will be kept on file and will be updated annually, or as appropriate. In the course of meetings or activities, all trustees, committee members, employees and volunteers will disclose any interests in a transaction or decision where they (including their business or other nonprofit affiliations), their family and/or significant other, employer, or close associates will receive a benefit or gain, financial or otherwise. After disclosure, they will be asked to leave the room for discussion and will not be permitted to vote on the question. There may arise situations in which a conflict of interest transaction may be in the best interests of HW. HW may engage in the transaction only if all the following conditions are met prior to the transaction: - The proposed transaction is fair and reasonable to HW. - HW proposes to engage in the transaction for its own purposes and benefits and not for the benefit of any trustee (s), committee member(s), employee(s) and/or volunteer(s). - The proposed transaction is the most beneficial arrangement which HW could obtain in the circumstances with reasonable efforts. The minutes of any meeting at which such a decision is taken will record the nature of the affiliation and the material facts disclosed. Any question as to whether a conflict of interest exists shall be directed to the Executive Committee, which shall decide the issue. All trustees, committee members, employees and volunteers understand that this policy is meant to supplement good judgment, and they will respect its spirit as well as its wording.”

“The following process was last undertaken March 2016. The bylaws of Humanities Washington establish an Executive Committee that has general oversight of the organization's human resources plan. Specific duties include conducting an annual evaluation of the Executive Director and setting his/her compensation. The objective of this policy is to delineate the procedure for determining compensation of the Executive Director and other key employees of the organization. The Executive Committee meets independently of the Executive Director to discuss performance relative to the position description. Before the start of these deliberations, in keeping with Humanities Washington's Conflict of Interest Policy, a call is made for Executive Committee members to recuse themselves if there is an actual conflict of interest or the appearance of a conflict of interest of the individual, directly or indirectly, including through an immediate family member or member of the individual's household. Should any committee member or trustee have a conflict of interest or a potential conflict of interest as it relates to this matter, he/she (a) shall notify the Executive Committee of such conflict or potential conflict in writing and (b) shall not participate in any consideration and/or action by the Executive Committee as it relates to executive compensation. During these deliberations, the Executive Committee may consider input obtained from other board members, staff, professional advisors, grant recipients and other informed community leaders. Once a consensus is reached regarding performance, a similar discussion is held concerning compensation relative to annual benchmark and established objectives. Salary surveys for similarly qualified persons in comparable positions at similarly situated organizations such as the annual Archbright Regional Wage & Compensation Survey and the annual Council Staff Salary Report published by the Federation of State Humanities Councils are used to determine compensation benchmarks for the position. The Executive Committee will brief the full board of its findings and recommendations in an executive session without the Executive Director present. The Executive Committee and/or the board chair (a member of the committee) then meet with the Executive Director to discuss and document in writing his/her strengths, areas for improvement, and goals for the upcoming year. Compensation for the upcoming year is also discussed and documented. All deliberations, discussions and decisions within the Executive Committee and the executive session of the full board are documented in meeting minutes.”

“The documents are available upon request.”

“Executive committee - the executive committee consists of the chair, the chair elect, secretary/treasurer and two elected officers-at-large. No trustee shall be eligible to serve more than two consecutive elected terms in one and the same office. Meetings of the executive committee may be called by the chair. The executive committee, subject to the guidance, direction, and control of the trustees and the limitations set forth in the bylaws, shall have and exercise the authority of humanities washington in the management of humanities washington's business which includes: (a) overseeing the affairs of humanities washington between its meetings, provided that any action taken by the executive committee be reported to humanities washington's board at its next meeting; (b) authorizing emergency action; (c) calling humanities washington board meetings when necessary; (d) making recommendations to humanities washington's board; and (e) conducting an annual evaluation of the work of the executive director and setting his/her annual compensation.”