Spokane Alliance

“CHANGES TO BY-LAWS. Member institutions may each cast one vote rather than 2 on any matter brought before the membership for vote. The Board of Directors approves the admission of new institutional members rather than the Strategy Team/Delegates Assembly. Any organization, including for-profit, may apply for membership. Delegates Assembly quorum changed from 1/3 to 30. The Board of Directors shall consist of the primary officers plus 1-5 at-large directors, rather than the primary officers and the co-chairs of the Strategy Team and Institutional Leaders Caucus. Adds provision of staggered terms. Increased the term of office for Board officers and directors to 2 years from 1. Reduced required vote of Delegates Assembly to remove directors from 75 to a majority vote. Added Conflict of Interest policy see description below. Added Compensation Approval policy see description below. Reduced required vote of Delegates Assembly to amend by-laws from 75 to a majority vote. Added requirement that Board of Directors must also approve by-laws amendments by a majority vote.”

“MEMBERSHIP. Members must be organizations which are located in or conduct substantial activities within the greater Spokane region, comprised of Spokane County, and each county adjacent to Spokane County in the state of Washington. Any organization meeting these qualifications may apply for membership and shall be admitted as a member upon approval of such application by the Board of Directors. The Board may require that members pay periodic dues in amounts and at times as determined by the Board in order to remain in good standing as members of the corporation.”

“MEMBERS ELECTING GOVERNING BODY. A meeting of the members is referred to as a Delegates Assembly. Each member may appoint up to 2 persons to serve as its representatives in the Delegates Assembly. Each member in good standing as of the date of a Delegates Assembly may cast one vote on any matter brought before that Delegates Assembly. The corporation shall hold an annual meeting of the Delegates Assembly during each calendar year for the election of directors and officers, and for the transaction of any other business of the members, at such time and place as the Board of Directors may determine.”

“GOVERNANCE DECISIONS RESERVED FOR MEMBERS. Members shall have the right to cast one vote on any matter submitted to a vote of the members including the Amendment of these Bylaws the approval of any plan of merger or consolidation of the corporation with any other organization the sale, lease or other disposition of assets of this corporation not in the ordinary course of business and the voluntary dissolution of the corporation.”

“COMMITTEES WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BOARD. Spokane Alliance does not have committees with the authority to act on behalf of the board between meetings.”

“990 REVIEW PROCESS. The 990 will be sent to all board members and approved by the Board Treasurer before filing.”

“CONFLICT OF INTEREST POLICY MONITORING. The conflict of interest policy covers directors, officers and committee members with governing powers delegated by the Board. An interested person has a duty to disclose the existence of financial interests in connection with any arrangement that could cause a potential conflict of interest. After disclosure of the financial interest and all material facts, the interested person shall leave the Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists. If a conflict of interest is determined to exist, the interested person may make a presentation at the Board of Directors meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement. After exercising due diligence, the Board shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from an entity that would not give rise to a conflict. If a more advantageous arrangement is not reasonably possible, the Board shall determine by a majority vote of the disinterested directors whether the arrangement is in the corporations best interests and is fair and reasonable, and make its decision about whether or not to enter into the transaction. Minutes of the Board meeting shall contain the names of those found to have financial interests, the nature of the financial interest, actions taken to determine if a conflict was present the Boards decision about whether a conflict existed. Minutes shall also include the names of persons present for discussions, votes relating to the arrangement, the content of the discussion including any alternatives proposed, and a record of any votes taken in connection with the proceedings.”

“EXECUTIVE COMPENSATION. Terms of compensation are approved by Board members who have no conflict of interest regarding the compensation arrangement. The Board shall obtain and rely on appropriate data as to comparability prior to approving the terms of compensation. The terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the Board that approved compensation.”

“DISCLOSURE. Governing documents, conflict of interest policy and financial statements are available upon request.”

“Program Service Expenses 34,098, Grants and allocations 0, Revenue 15,960 QUALITY JOBS. We continue to focus on the ways our public investments can create good jobs in the community. We developed a community benefits agreement that names the values we would like public agencies to use to create a larger public benefit as they use public dollars including offering health care and retirement benefits to employees on these projects. We continued our work with the Spokane School District 81 to ask them to work with us on this approach. We began a new conversation with the University District about how they could adopt higher standards for apprenticeship utilization.”