Humanities Washington

“Executive committee - the executive committee consists of the chair, the chair-elect, the 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 chief executive officer and setting his/her annual compensation.”

“A copy of the organization's form 990 is provided to all trustees. The finance committee reviews and approves the form 990.”

“All trustees, committee members, employees, and volunteers understand that the purposes of a conflict of interest 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 make a full, written disclosure of interests, relationships, and holdings that could potentially result in a conflict of interest. This written disclosure is kept on file and is updated annually, or as appropriate. On an ongoing basis, trustees, committee members, employees, and volunteers actively and diligently avoid conflicts of interest, balancing the interests of hw on one hand, with personal and professional interests on the other. This includes avoiding potential and actual conflicts of interest, as well as perceptions of conflicts of interest. In the course of meetings or activities, all trustees, committee members, employees, and volunteers are asked to 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 may be asked, or elect, to leave the room for discussion and are always asked to abstain from any decision or vote on the matter. 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. In between committee and full board meetings any question as to whether a conflict of interest exists and how it should be addressed shall be directed to and decided by the executive committee. Finally, all trustees, committee members, employees, and volunteers understand that this policy is meant to supplement good judgment, and they respect its spirit as well as its wording.”

“The bylaws of hw establish an executive committee that has general oversight of the organization's human resources plan. Specific duties include conducting an annual evaluation of the chief executive officer (ceo) and setting his/her compensation. The executive committee currently follows the executive compensation policy approved by the board, which articulates the following process should be followed. The executive committee meets independently of the ceo to discuss performance relative to the position description. Before the start of these deliberations, in keeping with hw'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 benchmarks and established objectives. Salary surveys for similarly qualified persons in comparable positions at similarly situated organizations 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 ceo present. The executive committee and/or the board chair (a member of the committee) then meet with the ceo to discuss and document in writing his/her accomplishments, areas for improvement, and goals for the upcoming year. Compensation for the upcoming year is also discussed and documented.”

“Available on hw's website (https://www.humanities.org/about-us/financial/) and upon request.”

“The organization did not change its oversight process or selection process during the tax year.”