Washington Technology Industry Association

“The executive committee may exercise all powers of the board, which are permitted to be delegated to a committee of the board by applicable law and are not reserved powers identified elsewhere in the bylaws, including but not limited to approving an annual budget, forming or dissolving committees, approving changes to the budget, evaluating the ceo, approving the hiring of executive staff reporting to the ceo, etc.”

“The form 990 was prepared under the direction of the controller by the independent accounting firm clark nuber ps. A draft copy of the organization's form 990 was first provided to the organization's controller who reviewed the form 990 for accuracy and completeness. Any questions, concerns, or issues raised were addressed, and any necessary revisions were made to the form 990. The final version of the form 990 was reviewed and approved by the controller.”

“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.”

“Other professional fees 596,596. Contract labor 26,250. Stem educational services 50,000. Marketing operating services 38,781. Economic consultant 69,000.”