Washington Technology Industry Association

“The WTIA has five classes of membership: Industry, Information Technology Department, Associate, Individual and Student. Any business or organized group of people (Enterprise) is eligible to be an Industry Member, provided that it devotes a significant part of its activities in the State of Washington to the creation, development, support, publication or manufacturing of software, digital content, interactive media, electronic components, engineered materials, Internet or information technology products including, without limitation, those who provide custom software development, programming, communications or wireless services and those whose principal business activity is e-commerce (such activities being collectively referred to as the "Technology Industry"); provided that the Enterprise is a serious, risk-taking venture. Registration with the State Department of Revenue to pay taxes may be sufficient evidence of such seriousness, and proof of such registration may be required from any applicant for any membership. All employees of each Industry Member is entitled to membership benefits. An Information Technology Department is any department of a commercial or public sector business who by definition outlined above is not an Industry Member, and who devotes a significant part of its activities in the State of Washington to the development, maintenance, and support of information technology systems or infrastructure. All (and only) employees of each Information Technology Department is entitled to membership benefits. Any Enterprise (regardless of its location) which supports Washington State's Technology Industry, but does not qualify as an Industry or Information Technology Department Member, is eligible to be an Associate Member. Any person (regardless of his or her location) who supports Washington State's Information Technology Industry is eligible to be an Individual Member. For Individual Members, the WTIA will list no company affiliation or professional status. Individual Members will not be included in the published membership directory. Any person who is a full-time student at an accredited institution of higher education qualifies as a Student Member. Student Members are treated as Individual Members for all purposes other than dues and other costs or benefits as determined from time to time by the WTIA.”

“The Board of Directors is elected by the Industry Members. Individuals who are employed by, or are a sole proprietor or a general partner of, an Industry Member in good standing are eligible for nomination to the Board of Directors. Nominations are solicited and accepted from among the Industry membership by a nominating committee as well as made by the nominating committee itself. The nominating committee selects a number of final nominees from all of the nominees submitted equal to or less than the number of open positions on the Board of Directors for presentation to the Board of Directors. The Board of Directors makes the final selection of nominees to be presented to the membership as the nominees of the Board of Directors. The nominating committee endeavors to balance the nominations according to company size, market, and nature of the products or services offered for sale. The name of the nominee and the company with which she or he is affiliated appears on the ballot. Voting is accomplished by ballots, which present the nominees of the Board of Directors and provide for write-in candidates. Each Industry Member may cast one vote for each open position on the Board of Directors, limited to one vote per candidate. There is no minimum number or percentage of members entitled to vote represented in person or by proxy, which shall be required to constitute a quorum at a meeting of members. At the discretion of the Executive Committee or Board, ballots and votes may be communicated by mail, electronic transmission or via Web-based application. Regular annual elections proceed as practicable on an outlined schedule.”

“The Form 990 was prepared under the direction of the controller by the independent accounting firm SCHOEDEL & SCHOEDEL, Certified Public Accountants, PLLC. A draft copy of the organization's Form 990 was first provided to the organization's controller and chief executive officer, who reviewed the Form 990 for accuracy and completeness. Any questions, concerns, or issues raised by those individuals were addressed, and any necessary revisions were made to the Form 990. The revised Form 990 was then provided to the executive committee for its review and approval. Any additional questions, concerns, or issues raised by the executive committee were addressed, and any necessary revisions were made to the Form 990. The final version of the Form 990 was reviewed, approved, and filed by the chief executive officer.”

“Each director, officer and employee of the Washington Technology Industry Association (covered person) has an ongoing duty to disclose all material facts of every actual or potential conflict of interest existing when he or she is offered or elected to become a covered person, occurring after the acceptance of a position as a covered person, and annually through a conflict of interest survey. Based on all material facts, the Board of Directors determines if a conflict of interest exists and what, if any, actions are required to eliminate or mitigate the conflict of interest. The Directors evaluate the disclosures to determine whether each involves an actual conflict of interest and may attempt to develop alternatives to remove a conflict from the situation. A covered person who has an actual or potential conflict of interest is not present for or leaves any portion of a meeting at which the Directors are voting to determine whether a conflict exists, but may be present prior to the vote or discussion of the vote to make a presentation to the Directors, disclose additional facts, or respond to questions. The organization may enter into a transaction or arrangement in which a covered person has a conflict of interest only if the covered person has disclosed such conflict of interest in accordance with the organization's policy and either: the Directors approve the transaction or arrangement at a meeting at which the covered person who has a conflict is not present and does not participate (other than to answer questions raised by the unaffected Directors), after determining, in good faith and after reasonable investigation, that the transaction or arrangement is fair and reasonable to the organization and is in the best interest of the organization, or the transaction or arrangement is in fact fair to the organization, furthers the organization's purposes, and does not result in a violation of the Internal Revenue Code. Consideration of actual or potential conflicts of interest are documented in the minutes of the meeting of the Board of Directors (or a committee thereof) by containing: 1) the names of the persons who disclosed an actual or potential conflict of interest or otherwise were found to have a conflict of interest; 2) the nature of the conflict of interest; 3) any action taken to determine whether a conflict of interest was present; 4) the Directors' decision as to whether a conflict of interest in fact existed; 5) the names of the persons who were present for discussions and votes relating to the transaction or arrangement; 6) the content of the discussion, including any alternatives considered to the proposed transaction or arrangement; and 7) a record of any votes taken in connection with the issue.”

“The compensation of top management, officers and key employees is reviewed annually. The Board of Directors appoints a committee of individuals independent of the employees being evaluated to review such compensation. The committee considers all relevant factors including (but not limited to): level of experience, performance reviews, and published compensation of similar positions in other organizations. The compensation committee's deliberations are recorded. The conclusions and supporting information of the compensation committee is reported to the executive committee. The executive committee reviews the compensation committee's report and makes a recommendation of compensation to the entire Board of Directors. The Board of Directors sets the compensation levels of top management, officers and key employees.”

“The organization makes its governing documents, conflict of interest policy, financial statements and Form 990 available to the public by contacting the organization in writing at: 2200 Alaskan Way, Suite 390, Seattle, WA 98121.”

“The organization does not compensate any members of the Board of Directors. All Directors are employees of member organizations, are fiduciaries, and understand their obligations under the Articles of Incorporation, Bylaws, conflict of interest policy, and other policies and procedures. The organization does not readily have access to information related to compensation paid by other entities to the Directors. The Directors serve on a voluntary basis. For their services on the Board, the Directors receive no known compensation adjustment from their employers, or any other party.”

“Marketing, outreach, and other program costs 306,000. General consulting 73,126. Public policy 102,000.”