Wireless Infrastructure Association

“In 2024, the wia foundation adopted two new governance documents: -an investment policy established on august 19, 2024. -a foundation policy manual issued in june 2024, introducing new policies on board code of conduct, whistleblower protections, antitrust compliance, harassment, document retention, irs form 990 review, political activity, and conflict of interest.”

“Directors shall be elected by the board of directors of wia.”

“There is no committee with the authority to act on behalf of the governing body.”

“The treasurer of the association has the primary responsibility for reviewing form 990 prior to its filing. All directors shall be given a complete copy of the draft form 990 before it is filed with the internal revenue service and will be given a reasonable opportunity to ask questions of the preparer or reviewer regarding the form.”

“Procedures 1. Duty to disclose in connection with any actual or possible conflicts of interest, an interested person must disclose the existence of any financial interest or other competing interest and all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement. 2. Determining whether a conflict of interest exists after disclosure of the financial interest or other competing interest and all material facts, and after any discussion with the interested person, he or she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 3. Procedures for addressing the conflict of interest an interested person may make a presentation at the board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether the foundation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the foundation's best interest and for its own benefit and whether the transaction is fair and reasonable to the foundation. The board or committee shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 4. Violations of the conflicts of interest policy if the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the response of the member and after making further investigation as warranted by the circumstances, the board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Annual statements each director, officer and member of a committee with board delegated powers shall annually sign a statement which affirms such person: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands the foundation is exempt from federal taxation under irc 501(c)(3) and, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. An additional conflict of interest disclosure form should be completed by any director, officer or member of a committee with board delegated powers and given to the foundation's president or secretary if a conflict of interest arises during the year.”

“Documents are made available to the public upon request for the same period of disclosure as set forth in section 6104(d).”

“Other fees: program service expenses 0. Management and general expenses 9,000. Fundraising expenses 0. Total expenses 9,000.”