Techserve Alliance

“Membership classes. There shall be three classes of members: chapters, firms, and it professionals. (a) chapters are (1) comprised of a minimum of three (3) firms headquartered in a local geographic area which have joined together to form an association (a "chapter"); (2)an at-large chapter of firms headquartered in geographic areas where chapters do not exist; (3) a national firm chapter for large firms with a nationwide presence; and (4) a global chapter. A local geographic area may be within one state, include multiple states or parts thereof, or be otherwise as the board of directors of the association shall decide. Voting privileges are available to only those chapters comprised of a minimum of ten (10) firms through the selection of one (1) representative to the board of directors (each a "voting chapter"). Separately, up to five (5) directors are nominated by the nominating committee and elected by the board. (b) members who are firms are limited to those firms which belong to a chapter and techserve alliance. Firms are represented solely through their chapters and have no other vote in techserve alliance. A firm shall be considered to have only one headquarters location which shall be, at the option of a firm which is an entire business entity, either its corporate offices or its principal place of business. If the firm is a branch office, the headquarters location shall be the local geographic area in which the branch is located. However, a firm which is an entire business entity may designate for good cause another location where it has a significant business presence as its headquarters location if the chapters where it has its corporate offices, its principal place of business, and such other significant business presence all agree to such designation. In the event that one or more of such chapters object to such designation, the objecting chapter(s) shall explain to the board of directors the reasons for the objection. The board of directors shall decide the firm's headquarters location for purposes of this article. C) it and engineering professionals are individuals who are substantially involved in providing it services or similar consulting services on an outsourced basis.”

“The business and affairs of the corporation shall be managed by its board of directors. The policies of the corporation shall be determined, and its affairs shall be managed, solely by its board of directors acting on behalf of the corporation. The directors shall act only as a board of directors, or as a committee thereof; individual directors shall have no power. Directors need not be citizens of the united states, nor residents of the district of columbia.”

“The form 990 is reviewed by the ceo and outside accounting manager before it is filed.”

“We distribute the policy and remind board members during a board meeting of their ongoing obligations under the policy. If evidence of a conflict were to come to either management's attention or the attention of the board president, we would investigate the matter and take corrective action as appropriate under the circumstances.”

“The board delegates the ceo's compensation determination to the board's executive committee. The executive committee utilizes various resources to determine that the compensation is in line with the market, including retaining a compensation consultant, compensation benchmarking studies (asae) and comparing like associations by revenue, size, scope, and location. The executive committee also takes into account the ceo's dual role as general counsel for the association.”

“The governing documents, conflict of interest policy, and audited financial statements are not generally made available to the general public, but if requests for copies of these documents were to be received, the organization would consider making them available to the requestor.”

“Equity in earnings of subsidiary 79,293.”

“The techserve alliance audit is the responsibility of the full board.”