Northwest Business Development Association

“Membership consists of individuals who promote economic development in the communities in which NWBDA conducts business. The Board of Directors nominates individuals for membership. The nominees are then elected by majority vote of a quorum of current members, either in person or by proxy.”

“Directors are elected by the members at each annual meeting. Directors can be elected for up to four consecutive terms, not to exceed nine consecutive years. The first term of office is one year. The second term is two years. The third and fourth terms of office are three years each. The Board of Directors may depart from the stated terms and designate a different term for a director if necessary to create staggered terms. Any director who serves for four consecutive terms may be eligible for re-election following a one year absence from the Board. Any vacancies are filled by the affirmative vote of a majority of remaining directors, even if less than a quorum. A director elected to fill a vacancy will hold office until the next annual meeting of the membership. Vacancies resulting from an increase in the number of directors are filled in this same manner.”

“The Form 990 was prepared by the independent accounting firm of SCHOEDEL & SCHOEDEL, Certified Public Accountants, PLLC based on information provided by the administrative staff of NWBDA. Draft copies of the Trust's financial statements and Form 990 were first provided to the president, who reviewed the Form 990 for accuracy and completeness. Any questions, concerns or issues raised by the president were addressed and any necessary revisions were made to the Form 990. The revised Form 990 was then provided to the Board of Directors for its review and approval. Any additional questions, concerns, or issues raised by the Board of Directors were addressed, and any necessary revisions were made to the Form 990. The final version of the Form 990 was reviewed and approved for filing by the Board of Directors.”

“Directors, loan committee members, officers, employees, and agents are considered interested persons. An interested person is under a continuing obligation to disclose any potential conflict of interest to their supervisor or the Board of Directors as soon as it is known or reasonably should be known. The interested person is given the opportunity to disclose all material facts. After disclosure of the financial, professional, or personal interest and all material facts, and after any discussion with the interested person, determination of a conflict of interest is considered. If the potential conflict of interest involves a Director, the disinterested Directors determine if a conflict of interest exists. If it is determined a conflict of interest exists, a disinterested person or committee may be appointed to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, a determination is made whether NWBDA can obtain, with reasonable efforts, a more advantageous transaction or arrangement with a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the disinterested Directors determine by majority vote whether the transaction agreement or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination the Directors make a decision as to whether to enter into the transaction agreement or arrangement. The minutes of the meeting reflect that the conflict disclosure was made to the Board, the vote taken and, where applicable, the abstention from voting and participation by the interested party. Whenever possible, the minutes frame the decision of the Board in such a way to provide guidance for consideration of future conflict of interest situations. To ensure NWBDA operates in a manner consistent with its tax-exempt purposes and does not engage in activities that could jeopardize its tax-exempt status, the Board of Directors and management conduct periodic reviews. The periodic reviews include, at a minimum, the following subjects: Whether the contractual arrangements with service providers and the services provided are reasonable, based on competent market and survey information, and the result of arm's length negotiation; Whether contractual arrangements with service providers and arrangements with other organizations conform to written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further tax-exempt purposes, and do not result in inurement, impermissible private benefit or in an excess benefit transaction; and Whether any transaction conducted by the Trust during the review period involves or could possibly give rise to a conflict of interest. Each Director, loan committee member, officer, employee, and agent is required to provide a signed Code of Ethics and Conflict of Interest Annual Affirmation Statement.”

“Compensation and performance of the organization's president is annually reviewed and approved by the Board of Directors.”

“The organization makes its governing documents, conflict of interest policy, financial statements, and Form 990 available to the public upon written request by contacting NWBDA at 9019 E Appleway Blvd, Suite 200, Spokane Valley, WA 99212.”