Washington Technology Industry Association

“The Amended and Restated By-Laws of the Washington Technology Industry Association were ratified and adopted by the Board of Directors on September 10, 2020.”

“MEMBER COMPANIES The WTIA has two classes of membership: Industry and Subsidiaries. These are referred to collectively as "Member Companies or the "Industry." Industry Members - WTIA membership is open to any corporation, partnership, or other entity that uses computer hardware, software, services, or network infrastructure to create applications or systems that store, exchange, and leverage information to accomplish business objectives. Technology Companies typically design, manufacture, license, and sell application software, system software, digital content, interactive media, electronic components, voice and data communication devices, engineered materials; OR operate Internet or information technology products or services including, without limitation, those who provide online retail, software as a service, custom software development, mobile applications, communication systems, or wireless services. Any corporation, educational institution, partnership, or other entity that specializes in providing professional or educational services to Technology Companies or their employees is also eligible for membership. Subsidiaries - Technology Companies that have subsidiaries, divisions, or separate business units with distinct brand names must join the WTIA as separate organizations and must pay dues for each separate organization. Each Subsidiary will be treated as a distinct Member Company. Associate Members - Any corporation, educational institution, partnership, or other entity that is not a Technology Company AND does not specialize in providing professional or educational services to Technology Companies or their employees may, upon approval by the WTIA, join the WTIA as an Associate Member. TRANSFER OF MEMBERSHIP Membership belongs to the organization, and membership is therefore not transferable from one organization to another, or from one person to another. REVIEW OF QUALIFICATIONS The Board of Directors may review qualifications of any Member Company at any time in light of the published mission and purposes of the WTIA. A Member Company will not be considered "in good standing and may be suspended by the CEO of the WTIA, if any amount owed by the Member Company to the WTIA, including WTIA dues, is not paid when due. In addition, the Board of Directors of the WTIA may expel any Member Company or Individual Member if the Board concludes that good cause exists for such expulsion.”

“The WTIA is managed and governed by a Board of Directors comprising representatives of the Member Companies. In managing the affairs of the WTIA, the Board of Directors will exercise the following responsibilities, which may not be delegated: a) elect or remove Board Members; b) elect or remove Officers; c) appoint or terminate the CEO; d) amend the By-Laws; e) amend the Articles of Incorporation; f) adopt a plan of merger or of consolidation with another corporation; g) authorize the voluntary dissolution of the corporation or revoke proceedings therefore; h) adopt a plan for the distribution of the assets of the corporation not in the ordinary course of business; i) amend, alter, or repeal any resolution of the Board of Directors; and j) form policies which guide or restrict the actions of WTIA Board Officers or WTIA Staff. Each member of the Board of Directors who is elected by the Board of Directors will serve for a period of two (2) calendar years from the date of election. The Board will ratify and regularly evaluate a list of qualifications, which will serve as a guideline for recruiting new Directors. The Board will use good business judgment to include in the list of Director qualifications sufficient factors to help ensure that the Board is able to adequately represent the interests of the entire State of Washington and each of the segments of the Industry. The Chief Executive Officer will be a full member of the Board empowered to vote as a Director in any meeting of the Board or committee thereof. Individuals who are employed by, or are a sole proprietor, or a general partner of, a Member Company in good standing are eligible for nomination. Nominations are solicited and accepted from among the membership by the Governance Committee as well as made by the Governance Committee itself. The Governance Committee evaluates and selects a number of final nominees from all of the nominees submitted for presentation to the Board of Directors at least once per year, or as required by 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 Governance Committee endeavors to balance the nominations to meet the intent of the Director Qualifications guidelines. Voting is conducted by the Board based on the presentation of candidates by the Governance Committee. After sufficient discussion of each candidate, a resolution must be made and seconded and an affirmative, simple majority vote of the quorum is required for the election of any candidate(s). Any Board Member may call for a secret ballot.”

“The Form 990 was prepared under the direction of the controller and chief financial officer 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 financial 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 and approved for filing by the chief financial officer.”

“To ensure the organization operates in a manner consistent with its tax-exempt purposes and does not engage in activities that could jeopardize its tax-exempt status, management continuously conducts reviews of contractual arrangements. The reviews include, at a minimum, the following: 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. Whether any transaction conducted by the organization involves or could possibly give rise to a conflict of interest. Additionally, 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: 1595 NW Gilman Blvd, Suite 6B, Issaquah, WA 98027.”

“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, By-Laws, 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.”