WASHINGTON RESTAURANT ASSOCIATION

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WASHINGTON RESTAURANT ASSOCIATION

2015

2015 WINTER

WINTER

WINTER BOARD OF DIRECTORS MEETING

BOARD OF DIRECTORS MEETING

January 27, 2015

The Governor Hotel

Olympia, Washington

Phil Costello, Chairperson

Membership – 5,535

Next Board Meeting:

April 27 & 28, 2015

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AGENDA

WINTER BOARD MEETING

Tuesday, January 27, 2015

9:00 AM – 3:00 PM

The Governor Hotel

621 Capitol Way S

Olympia, WA

9:00 AM Call to Order, Introductions & Chair’s Report (Executive Session)... Phil Costello 9:30 AM Review and Approval of Previous Board Meeting Minutes ... Mark Chriest 9:35 AM Quarterly Financial Report ... Mark Chriest 9:50 AM Bylaws Change Introduction ... Scott Dickinson 10:00 AM Motion for Approval of all Board Reports ... Phil Costello

10:00 AM BIG TOPIC 1 WRA/WLA Merger Part A

…………. Final Clarifications ... Phil Costello/ Tom Mesaros 10:45 – 11:00 AM – BREAK

11:00 AM BIG TOPIC 1 WRA/WLA Merger Part B

…………. Final Opinion Statements ... Entire Board 12:00 PM BIG TOPIC 1 WRA/WLA Merger Part C

…………. Final Up or Down Vote ... Phil Costello 12:15 – 1:00 PM – LUNCH

1:00 PM BIG TOPIC 2 – Minimum Wage/ Local Government Affairs ... Bruce Beckett 2:30 PM BIG TOPIC 3 – Hill Climb Review/ Government Affairs Briefing ... Bruce Beckett 2:45 PM Old and New Business ... Open to Floor for Discussion 3:00 PM Motion for Resolution... Phil Costello

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WRA Board of Directors Meeting

October 28, 2014

Foster Course Links – Billy Baroos

Tukwila, Washington

WRA members present: Carla Barajas, Shannon Boldizsar, Karissa Bresheare, Mark Chriest, Erik Christiansen, Phil Costello, Scott Dickinson, Reggie Frederick, Pete Hanning, Amy Igloi, Randy Irvine, Chad Mackay, Matt McCarthy, Victor Mena, Travis Rosenthal, Craig Schafer, Zach Shelton, Angela Stowell, Gary Sutter, Jim Rowe, Bret Stewart and Dan Sutton

WRA members not present: Lane Hoss, Brian Moreno, and Bill Trudnowski

Staff present:

Anthony Anton, Bruce Beckett, Shannon Garland, Lyle Hildahl, Josh McDonald, Lex Nepomuceno and Teran Petrina

Phil Costello, Chair of the Board, called the Fall Board Meeting to order at 9:35 a.m. CHAIR’S REPORT

Phil Costello gave the chair’s report to the Board.

REVIEW AND APPROVAL OF PREVIOUS MEETING MINUTES

Mark Chriest presented the minutes from the July 30, 2014 meeting as written. Dan Sutton motioned to accept the minutes as written and Travis Rosenthal seconded. The motion passed with none opposed.

NEW EF STRATEGIC VISION

Gary Sutter presented the new Education Foundation strategic vision. QUARTERLY REPORT AND BUDGET APPROVAL

Mark Chriest went through the Quarterly Report and Balance Sheet. The Finance Committee needs to review percent into Contingency Fund/ Special Projects. Reggie Frederick made a motion to approve the quarterly financials and Matt McCarthy seconded. The motion passed with none opposed.

Mark Chriest then went over the 2014-2015 Strategic Budget. Amy Igloi made a motion to approve the strategic budget and Karissa Bresheare seconded. The motion passed with none

opposed.

WRA/ WLA Merger

Tom Mesaros gave an update on the merger process. Discussion took place during the presentation. Anthony announced that he would be doing a webinar in the next couple of weeks on the original WRA/WLA merger power point for board members especially those who weren’t on the board at that time which was October 2012.

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PROACTIVE MINIMUM WAGE

Bruce Beckett and Josh McDonald gave a presentation on what is happening with minimum wage and what the future holds.

Shannon Boldizsar made a motion to support the proposal for polling, legal drafting and local up to $92K, 50% of the funds would come from Contingency, the other 50% from the Operating Budget. Dan Sutton seconded. The motion passed with none opposed.

After discussion, this motion was pulled by Shannon Boldizsar.

Travis made a motion to support the proposal for polling and legal drafting to $80K - $70K polling and $10K for legal drafting and gave the Executive Committee the authority to approve $12K for local if necessary. Shannon seconded. The motion passed with none opposed. OLD AND NEW BUSINESS

No discussion was held on Old or New Business.

Scott Dickinson made a motion to approve all board reports and Reggie Frederick seconded. The motion passed with none opposed.

Amy Igloi made a motion to approve the resolution and Pete Hanning seconded. The motion passed with none opposed.

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FINANCIAL REPORT

FIRST QUARTER 2015

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REVENUE

WRA FIRST QUARTER 2015

DUES PERFORMANCE

__________________________________________________________________________________________

• At the end of the first quarter, total regular dues resulted in a gain of $2,647 ($326,397 actual,

$323,750 budget). This includes the 11% increase for October and November bill months.

o Q1 retention ended at 94% with a goal of 92%.

o New sales for Q1 were down by <$8,000> primarily due to the open sales territories,

Columbia and Snohomish.

• Allied dues resulted in a loss of <$3,024> ($25,749 actual, $28,773 budget) for Q1.

o During Q1, new sales and retention were down. The Allied Relation Manager’s (ARM)

retention goal is set at 83%, 81% was achieved.

o During the month of December, the ARM was focused on the NWFSS booth sales.

__________________________________________________________________________________________

REIMBURSEMENTS, OTHER PROGRAMS, & OTHER INCOME PERFORMANCE

__________________________________________________________________________________________

• HIHIT reimbursement fell short of plan by <$2,892> for Q1 due to HIHIT’s annual expense

reimbursement cap. The shortfall may be reimbursed in Q2; the HIHIT Trustees will make that decision at their next meeting.

• HIHIT Marketing Reimbursement had a revenue gain of $1,621. WRA will be shepherding

HIHIT’s 2015 marketing plan, including planning and execution of all elements (email blasts, direct mail, video production, etc). This line item represents the monies WRA will be

reimbursed for executing the plan.

• Advertising/Sponsorship had a revenue gain of $3,891 for the Q1 due to an early payment

from FSA.

• King County Local Government Fees had a revenue shortfall of <$3,964>. McDonald’s and

Red Robin were budgeted for Q1 but their payments will be received in Q2.

• MW Public Opinion Research received a $40,000 payment from AWB. This will help to offset

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_________________________________________________________________________________________________

TOTAL REVENUE

The first quarter ended with $613,921 in total revenue with a budget of $578,120 resulting in a Q1 gain of $35,801.

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E X P E N S E S

WRA FIRST QUARTER 2015

FIXED OPERATING EXPENSES

__________________________________________________________________________________________________

• Fixed Operating Expenses ended the quarter with a cost savings of <$9,512> ($38,733 actual,

$48,245 budget).

• B&O Taxes resulted in a surplus of $586 due to additional revenues that came in for the

NWFSS from 2014.

• Income Taxes had a Q1 cost savings of <$5,471>, of this amount, <$5,250> will be paid in Q2.

• Interest Expense ended the quarter with a savings of <$1,543> ($4,856 actual, $6,399 budget).

• Property Taxes had a true cost savings in Q1 of <$2,960> due to lower than expected property

taxes.

• Repair/Maintenance Building experienced a cost savings of <$737>, we anticipate this to be

spent in Q2.

_________________________________________________________________________________________________________________________

BOARD/LEADERSHIP EXPENSES

_________________________________________________________________________________________________

• Leadership Benefits experienced a surplus in Q1 of $1,626 due to auto fringe posted for tax

purposes. This expense is offset in Leadership Staff Expenses.

• Leadership Staff Expenses experienced a cost savings in Q1 of <1,649> due to the offset from

Leadership Benefits for auto fringe.

__________________________________________________________________________________________________

GOVERNMENT AFFAIRS

__________________________________________________________________________________________________

• Government Affairs Expenses had a Q1 savings of <$11,795> ($176,540 actual, $188,336

budget).

• Government Affairs Benefits experienced a surplus in Q1 of $1,144 due to auto fringe posted

for tax purposes. This expense is offset in GA Staff Expenses.

• GA Staff Expenses experienced a cost savings in Q1 of <2,275> due to the offset from GA

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E X P E N S E S

WRA FIRST QUARTER 2015

Government Affairs, continued

• Contract Lobbyist experienced a Q1 surplus of $1,988. This is a timing issue and will even out

in Q2.

• Grassroots Incentive had a cost savings of <$1,893> in Q1 due to a timing issue with a late

payment that will reflect in Q2.

• Hill Climb/Leg. Reception has a Q1 surplus of $999, this is a timing issue and will be made up

in Q2.

• Issue & Research Fund had a Q1 cost surplus of $2,354 due to a timing issue, the bulk of this

line item’s budget is in Q3.

• LCB Litigation had a Q1 cost savings of <$20,000>, these funds are to be spent in Q2.

• Local Government Salaries/Payroll Taxes experienced a cost surplus of $8,083 for Q1 due to a

tenured employee receiving Choice Time payout.

• Staff Expenses Local Government had a Q1 surplus of $1,606 due to an unscheduled trip to

Spokane in October.

• Coalition/Dues/Sponsorships – Local Gov experienced a Q1 cost savings of <$2,871> due to a

timing issue with invoices from the Washington Athletic Club.

• Issues Fund Expenditures – Local Gov had a Q1 surplus of $1,500 due to a payment for the

creation of the Seattle Restaurant Alliance website.

• MW Issue Fund – this line item has an approved allocation from the contingency fund of

$110,000. In Q1, $50,775 has been spent on the following items:

o Focus group expenses of $26,400.

o State polling expenses of $24,375.

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E X P E N S E S

WRA FIRST QUARTER 2015

MEMBERSHIP & AC’S

__________________________________________________________________________________________________

• Membership experienced a savings of <$5,543> ($83,203 actual, $88,746 budget) in Q1.

• Membership Dir/AC’s – Salaries/Stipends/Taxes experienced savings of <$4,698> for Q1.

Two AC positions, Snohomish and Columbia, had been budgeted with a start date of December 1; these positions are still open.

• Staff Training had a Q1 savings of <$966> due to the two open territories.

• AC Open Territory Comm/Exp/Promotions had a surplus of $1,090 due to commissions

earned by in house staff for retention related to open territories.

• Sales Productions had a Q1 savings of <$762> due to timing. This savings will be used for our

new member outreach plan.

________________________________________________________________________________________________________________________

BUSINESS DEVELOPMENT

__________________________________________________________________________________________________

• Business Development had a cost savings of <$10,512> at the end of Q1 ($16,088 actual,

$26,600 budget).

• The Bus.Develop/Retro Staff - Salaries/Taxes had a cost savings of <$11,887> in Q1 due to a

timing issue with commissions related to the NWFSS booth sales and sponsorship dollars that have not yet been secured.

• HIHIT Marketing Expense has a Q1 surplus of $1,824. This line item ties to the HIHIT

Marketing Reimbursement revenue line item.

________________________________________________________________________________________________________________________

COMMUNICATIONS

__________________________________________________________________________________________________

• Communications experienced a cost savings in Q1 of <$4,860> from planned expenses ($90,021

actual, $94,880 budget).

• Comm-Salaries/Payroll Taxes had a cost savings of <$822> for Q1, this will be made up in Q2.

• Hero Manual Materials and Industry Communications – Member Info had a combined surplus

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E X P E N S E S

WRA FIRST QUARTER 2015

Communications, continued

• Software Training – Database and Software Maint/License Fees experienced a combined

savings of <$4,269> due to a timing issue. The scheduled network service agreement will occur in Q2.

__________________________________________________________________________________________________

INTERNAL OPERATIONS

__________________________________________________________________________________________________

• Admin/Operating Expenses experienced a cost savings of <$1,401> for Q1 ($73,158 actual,

$74,559 budget).

• Admin. Salaries and Payroll taxes saved <$1,371> for Q1 this was due to a temporary vacancy

in the Accounting Administrator position.

• Audit/Tax Prep/Acctg Consulting experienced a surplus in Q1 of $3,922 due to a timing issue,

audit expenses are budgeted for Q2.

• Legal Fees – Additional experience a cost savings of <$750> for Q1. We did not need to utilize

additional legal support.

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__________________________________________________________________________________________________

TOTAL EXPENSES

__________________________________________________________________________________________________

• First Quarter Total Expenses ended at <$43,514> under planned expenditures ($525,335actual,

$568,849 budget).

__________________________________________________________________________________________________

NET PROFIT

__________________________________________________________________________________________________

• Profit/Loss before Depreciation for Q1 resulted in a gain of $88,586 with a budget of $9,272

resulting in a positive variance of $79,315.

• First Quarter’s net gain is $21,818 with a budget of <$12,571> resulting in a positive variance to

budget of $34,389.

• Balance Sheet overview:

Assets – Cash has decreased by <$57,932> from Q1 last year.

Furniture/fixtures increased by $42,355, Automobiles decreased by <$34,529>. There will be an adjusting entry to both Furniture/fixtures and to Automobiles to correct a 2014 fiscal year entry. The net adjustment is a $29,123 decrease to Furniture/fixtures and a $29,123 increase to Automobiles. The updated balances will reflect in Q2.

Liabilities – Total Current Liabilities decreased by <$95,092> due to the new cash basis model.

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Washington Restaurant Association INCOME STATEMENT

For the Quarter Ending December 31, 2014

Prior Year

Activity Budget Quarter 1 Activity Budget

Revenue

Regular Dues 326,397 323,750 2,647 283,228 326,397 323,750 2,647 283,228 1,474,915

Allied Dues 25,749 28,773 (3,024) 25,236 25,749 28,773 (3,024) 25,236 128,418

Total Dues 352,146 352,523 (377) 308,464 352,146 352,523 (377) 308,464 1,603,333

Ed Foundation Reimbursement/Lease 2,537 2,537 (0) 3,520 2,537 2,537 (0) 3,520 13,071

PAC Reimbursement 7,436 7,437 (1) 7,436 7,436 7,437 (1) 7,436 29,748

Total Reimbursements 9,973 9,974 (1) 10,956 9,973 9,974 (1) 10,956 42,819

Dividend Income - MSC 56,250 56,250 0 56,250 56,250 56,250 0 56,250 225,000

MSC Reimbursement/Lease 5,402 5,402 0 2,108 5,402 5,402 0 2,108 21,609

Retro Reimbursement/Sponsorship Fee 25,000 25,000 0 25,000 25,000 25,000 0 25,000 100,000

Total Retro 86,652 86,652 0 83,358 86,652 86,652 0 83,358 346,609

Commissions/Endorsed Sponsor 24,388 25,077 (689) 24,797 24,388 25,077 (689) 24,797 105,835

HIHIT Reimbursement 6,035 8,927 (2,892) 13,564 6,035 8,927 (2,892) 13,564 35,707

HIHIT Marketing Reimbursement 1,621 0 1,621 0 1,621 0 1,621 0 0

Trade Show Income 15,170 15,000 170 (292) 15,170 15,000 170 (292) 121,000

Total Other Programs 47,214 49,004 (1,790) 38,069 47,214 49,004 (1,790) 38,069 262,542

Advertising/Sponsorship 25,391 21,500 3,891 7,329 25,391 21,500 3,891 7,329 94,500

Board Meeting Sponsor 1,500 0 1,500 0 1,500 0 1,500 0 5,050

HERO Manual Sponsor 0 0 0 0 0 0 0 0 2,500

Leg Reception Revenue 5,250 9,500 (4,250) 7,250 5,250 9,500 (4,250) 7,250 16,000

Allied Relations/Strategic Partnerships 825 0 825 2,479 825 0 825 2,479 32,848

Total Allied & Marketing 32,966 31,000 1,966 17,058 32,966 31,000 1,966 17,058 150,898

Gain/(Loss) on Disposal of Assets 0 0 0 0 0 0 0 0 0

Interest Income 194 315 (121) 295 194 315 (121) 295 1,260

King County Local Government Fees 15,750 19,714 (3,964) 19,250 15,750 19,714 (3,964) 19,250 70,000 King County Local Government Issue Fund 10,000 9,999 1 7,000 10,000 9,999 1 7,000 40,000

MW Public Opinion Research 40,000 0 40,000 0 40,000 0 40,000 0 0

Miscellaneous Income/Holiday 432 345 87 290 432 345 87 290 1,380

Rental Income 18,594 18,594 0 20,291 18,594 18,594 0 20,291 74,376

Total Other Income 84,970 48,967 36,002 47,126 84,970 48,967 36,002 47,126 187,016

Total Revenue 613,921 578,120 35,801 505,030 613,921 578,120 35,801 505,030 2,593,217

Annual Budget Quarter 1 Over (Under)

Budget

YTD Over (Under)

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Prior Year

Activity Budget Quarter 1 Activity Budget Annual Budget Quarter 1 Over (Under)

Budget

Budget Prior YTD

Expenses

Fixed Operating Costs

B & O Taxes 3,236 2,650 586 1,625 3,236 2,650 586 1,625 10,150

Income Taxes 11,029 16,500 (5,471) 11,250 11,029 16,500 (5,471) 11,250 66,000

Insurance - Building 1,026 1,026 0 420 1,026 1,026 0 420 4,109

Insurance - Other 2,185 1,809 376 1,913 2,185 1,809 376 1,913 15,640

Interest Expense 4,856 6,399 (1,543) 9,438 4,856 6,399 (1,543) 9,438 24,898

Property Taxes 10,040 13,000 (2,960) 10,867 10,040 13,000 (2,960) 10,867 26,000

Repair/Maintenance - Building 2,004 2,741 (737) 1,178 2,004 2,741 (737) 1,178 10,959

Utilities - Building 4,358 4,120 238 3,780 4,358 4,120 238 3,780 15,899

Total Fixed Operating Expenses 38,733 48,245 (9,512) 40,471 38,733 48,245 (9,512) 40,471 173,655

Board/Leadership Expenses

Awards: Past Chairs 0 0 0 29 0 0 0 29 300

Board/Committee Meetings 3,229 3,017 212 2,539 3,229 3,017 212 2,539 23,443

Leadership Salaries/Payroll Taxes 33,978 34,380 (401) 36,991 33,978 34,380 (401) 36,991 148,384

Leadership Benefits 7,590 5,964 1,626 6,098 7,590 5,964 1,626 6,098 27,369

Leadership Staff Expenses 583 2,232 (1,649) 2,222 583 2,232 (1,649) 2,222 8,928

Leadership Cell Phone 106 144 (38) 225 106 144 (38) 225 576

Leadership Training 997 1,147 (150) 912 997 1,147 (150) 912 3,187

CEO Strategic Project 0 0 0 21,000 0 0 0 21,000 17,937

WLA Merger Expenses 315 0 315 0 315 0 315 0 0

Member Surveys 96 0 96 92 96 0 96 92 8,784

Officers Travel/Meals/Lodging 696 600 96 0 696 600 96 0 7,800

Contingency/Spec Proj Exp Leadership 0 0 0 (21,000) 0 0 0 (21,000) 0

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Prior Year

Budget

Government Affairs

GA - Salaries/Payroll Taxes 72,282 72,752 (470) 61,470 72,282 72,752 (470) 61,470 299,053

GA - Benefits 9,953 8,809 1,144 7,175 9,953 8,809 1,144 7,175 36,826

Staff Expenses 1,874 4,149 (2,275) 3,551 1,874 4,149 (2,275) 3,551 24,996

Cell Phone 207 279 (72) 175 207 279 (72) 175 1,120

Staff Training 0 0 0 987 0 0 0 987 0

Coalition/Dues/Sponsorships * 451 1,131 (680) 830 451 1,131 (680) 830 14,324

Contract Lobbyist 23,496 21,508 1,988 19,699 23,496 21,508 1,988 19,699 104,783

Grassroots Incentive 1,203 3,096 (1,893) 4,000 1,203 3,096 (1,893) 4,000 37,864

Hill Climb/Leg. Reception 4,499 3,500 999 3,658 4,499 3,500 999 3,658 16,000

Industry Communications - GA 0 0 0 0 0 0 0 0 8,500

Issue & Research Fund 2,354 0 2,354 15,494 2,354 0 2,354 15,494 15,000

MW Issue Fund 50,775 0 50,775 0 50,775 0 50,775 0 0

LCB Litigation 0 20,000 (20,000) 0 0 20,000 (20,000) 0 40,000

Lobbying Expenses 1,695 1,406 289 1,588 1,695 1,406 289 1,588 5,625

Meetings/Teleconferences 1,875 2,625 (750) 1,784 1,875 2,625 (750) 1,784 5,425

Public Affairs Conference 0 0 0 880 0 0 0 880 2,100

Contingency Fund Expense (50,775) 0 (50,775) 0 (50,775) 0 (50,775) 0 0

Local Government

Local Government - Salaries/Payroll Taxes 47,516 39,433 8,083 19,234 47,516 39,433 8,083 19,234 195,597

Local Government - Benefits 3,287 3,911 (624) 1,031 3,287 3,911 (624) 1,031 21,162

Staff Expenses - Local Gov 1,906 300 1,606 790 1,906 300 1,606 790 5,040

Staff Training - Local Gov 1,005 1,595 (590) 0 1,005 1,595 (590) 0 1,595

Coalition/Dues/Sponsorships - Local Gov 0 2,871 (2,871) 0 0 2,871 (2,871) 0 6,114

Conferences - Local Gov 345 345 0 0 345 345 0 0 2,500

Awards 0 0 0 0 0 0 0 0 400

Industry Communications - Local Govt 72 0 72 0 72 0 72 0 3,000

Issues Fund Expenditures - Local Gov 1,500 0 1,500 2,679 1,500 0 1,500 2,679 10,000

Meetings/Teleconferences - Local Gov 805 375 430 871 805 375 430 871 1,500

Office Rent - Local Gov 214 250 (36) 0 214 250 (36) 0 1,500

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Prior Year

Budget

Membership

Memb Dir/AC's - Salaries/Stipends/Taxes 68,051 72,748 (4,698) 60,813 68,051 72,748 (4,698) 60,813 348,253

Memb Dir/AC's - Benefits 7,342 7,180 162 4,691 7,342 7,180 162 4,691 37,790

AC's Retention/Sales Commission 317 300 17 190 317 300 17 190 2,100

Staff Expenses 78 120 (42) (17) 78 120 (42) (17) 605

Staff Training 5,618 6,585 (966) 7,253 5,618 6,585 (966) 7,253 32,280

AC Open Terrritory Comm/Exp/Promotions 1,090 0 1,090 1,012 1,090 0 1,090 1,012 0

Meetings/Teleconf. 219 450 (231) 504 219 450 (231) 504 3,300

Membership Postage 0 113 (113) 0 0 113 (113) 0 450

Sales Productions 488 1,250 (762) 261 488 1,250 (762) 261 2,500

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Prior Year

Budget

Business Development

Bus. Develop/Retro Staff - Salaries/Taxes 13,350 25,237 (11,887) 17,090 13,350 25,237 (11,887) 17,090 72,112

Staff Expenses 0 113 (113) 69 0 113 (113) 69 450

HIHIT Salaries/Taxes/Benefits 0 0 0 702 0 0 0 702 0

HIHIT Marketing Expense 1,824 0 1,824 144 1,824 0 1,824 144 0

Marketing Programs 0 500 (500) 0 0 500 (500) 0 2,000

BD Promotions 914 750 164 350 914 750 164 350 3,000

Total Business Dev 16,088 26,600 (10,512) 18,355 16,088 26,600 (10,512) 18,355 77,562

Communications

Comm - Salaries/Payroll Taxes 62,556 63,377 (822) 57,809 62,556 63,377 (822) 57,809 245,895

Comm - Benefits 6,367 6,653 (286) 5,453 6,367 6,653 (286) 5,453 29,006

Staff Expenses 466 705 (239) 1,507 466 705 (239) 1,507 2,820

Cell Phone 198 180 18 112 198 180 18 112 720

Staff Training 72 660 (588) 1,127 72 660 (588) 1,127 3,600

Primary Source of Information Expenses

Consultant Network Exp 0 100 (100) 167 0 100 (100) 167 700

HERO Manual Materials 879 300 579 285 879 300 579 285 1,500

Industry Communications - Memb Info 3,114 2,600 514 2,883 3,114 2,600 514 2,883 3,650

Communication Support Expenses

Consulting - Marketing 69 171 (102) 1,440 69 171 (102) 1,440 315

News Magazine & Postage 8,806 8,430 376 7,673 8,806 8,430 376 7,673 41,625

Restaurant Lists 0 0 0 0 0 0 0 0 3,900

Subscriptions/Mktg Communications 1,228 1,350 (122) 1,006 1,228 1,350 (122) 1,006 5,500

Web Site 2,016 1,818 198 1,340 2,016 1,818 198 1,340 10,000

Database/IT

Database Development/Maintenance 1,645 1,250 395 0 1,645 1,250 395 0 5,000

Database Labor 611 524 87 819 611 524 87 819 2,099

Staff Training - Database 1,047 3,000 (1,953) 0 1,047 3,000 (1,953) 0 3,000

Software Maintenance/License Fees 947 3,263 (2,316) 1,186 947 3,263 (2,316) 1,186 22,625 Total Communications 90,021 94,880 (4,860) 82,807 90,021 94,880 (4,860) 82,807 385,455

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Prior Year

Budget

Admin/Operating Expenses

Admin - Salaries/Payroll Taxes 37,845 39,216 (1,371) 35,068 37,845 39,216 (1,371) 35,068 156,163

Admin - Benefits 6,141 6,005 136 5,075 6,141 6,005 136 5,075 26,885

Staff Expenses 36 198 (162) 121 36 198 (162) 121 792

Cell Phone 123 186 (63) 247 123 186 (63) 247 749

Staff Training 315 492 (177) 79 315 492 (177) 79 3,292

Audit/Tax Prep/Acctg Consulting 4,422 500 3,922 644 4,422 500 3,922 644 18,000

Bank Charges & Discounts 4,215 3,806 409 3,579 4,215 3,806 409 3,579 17,233

Legal 5,250 5,250 0 5,250 5,250 5,250 0 5,250 21,000

Legal Fees - Additional 0 750 (750) 0 0 750 (750) 0 3,000

Operations

Advertising - New Staff Recruiting 151 80 71 53 151 80 71 53 400

Donations & Flowers 77 126 (49) 53 77 126 (49) 53 504

Dues - Affiliated Organizations * 3,253 3,350 (97) 228 3,253 3,350 (97) 228 3,500

Holidays Expense 2,701 3,124 (423) 2,431 2,701 3,124 (423) 2,431 6,708

Internet Service 388 438 (50) 422 388 438 (50) 422 1,750

Office Supplies & Equip. Lease 2,559 3,038 (479) 3,778 2,559 3,038 (479) 3,778 13,500

Postage 944 1,500 (556) 1,182 944 1,500 (556) 1,182 6,000

Printing & Stationary 400 924 (524) 476 400 924 (524) 476 3,700

Repair/Maintenance - Auto 46 900 (854) 75 46 900 (854) 75 3,600

Repair/Maintenance - Office 2,812 2,876 (64) 2,512 2,812 2,876 (64) 2,512 11,500

Subscriptions & License Fees 0 225 (225) 0 0 225 (225) 0 900

Telephone - Office 1,482 1,575 (93) 1,410 1,482 1,575 (93) 1,410 6,301

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Prior Year

Budget

Ed Foundation

EF - Salaries/Payroll Taxes/Benefits 0 0 0 12,126 0 0 0 12,126 0

Total Expenses 525,335 568,849 (43,514) 489,152 525,335 568,849 (43,514) 489,152 2,476,157

Profit/(Loss) Before Depreciation 88,586 9,272 79,315 15,878 88,586 9,272 79,315 15,878 117,060

Depreciation 21,567 21,567 (0) 20,638 21,567 21,567 (0) 20,638 86,268

Contingency Spec Proj Fund Exp 50,775 0 50,775 (21,000) 50,775 0 50,775 (21,000) 0

Profit/(Loss) from Operations 16,245 (12,295) 28,540 16,240 16,245 (12,295) 28,540 16,240 30,792

Net Profit/(Loss) Seattle Chapter 504 0 504 2,080 504 0 504 2,080 0

Net Profit/(Loss) Spokane Chapter 5,069 (276) 5,345 16,820 5,069 (276) 5,345 16,820 11,336

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Washington Restaurant Association BALANCE SHEET

For the Three Months Ending December 31, 2014

YTD YTD FYE FYE

ASSETS 2015 2014 2013 2012

CURRENT ASSETS

Cash - Contingency Funds 50,055 50,006 46,963 32,938 Cash - Operating Funds - Ckg 16,687 44,733 98,214 78,769 Cash - Operating Reserves - Mmkt/CDARS 384,006 348,137 350,514 213,375 Cash - Special Proj Funds - Mmkt/CDARS 181,623 252,512 213,637 238,533 Cash - Spokane Checking WA Trust 5,186 102 100 1,260

Petty Cash 150 150 150 151

Total Cash 637,707 695,639 709,578 565,026

Accounts Receivable 0 (0) (0) 610

Accounts Receivable - Membership Promotion 0 0 250 (0)

Due From Ed Foundation (0) 1,657 1,553 6,363

Due from MSC (0) 1,753 929 6,088

Due from Retro (0) 753 (0) 2

Due from WRA PAC (0) (0) 46 (0)

NWFSS Prepaid Expense - 0 2,946 1,559

Prepaid Expenses 0 324 2,937 7,991

Prepaid Insurance 0 1,445 1,445 1,184

Prepaid Federal Income Taxes 0 0 0 5,906

Prepaid Medical (0) 3,524 3,683 0

Prepaid Postage 0 101.85 0 0

Salary Advance - Employee (0) 41,986 143 450 Total Accounts Receivable (0) 51,544 13,931 30,153 Total Current Assets 637,707 747,184 723,509 595,180 FIXED ASSETS

Furniture & Fixtures 721,380 679,025 661,046 698,954 Acc. Depr. - Furn. & Fixtures (515,979) (488,345) (479,345) (478,607)

Amortization Expense 0 0 (0) (700)

Automobiles 33,924 68,453 68,453 90,277

Accumulated Depreciation - Automobile (19,906) (42,954) (40,015) (73,278)

Land - Office Building 403,000 403,000 403,000 403,000 Office Building 1,057,434 1,057,434 1,057,434 1,057,434 Accumulated Depreciation - Building (322,566) (287,766) (279,066) (244,266)

Building Loan Refinance Expenses 0 0 0 10,504

Total Fixed Assets 1,357,287 1,388,847 1,391,507 1,463,317 OTHER ASSETS

Investment in WRAMSC Stock 1,000 1,000 1,000 1,000

Investment in NWFSS 10,000 10,000 10,000 10,000

Total Other Assets 11,000 11,000 11,000 11,000 Total Assets 2,005,994 2,147,031 2,126,016 2,069,497

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Washington Restaurant Association BALANCE SHEET

For the Three Months Ending December 31, 2014

YTD YTD FYE FYE

LIABILITIES & FUND BALANCE 2015 2014 2013 2012 LIABILITIES

401K Withholdings 0 487 420 391

Accounts Payable 0 52,980 28,382 40,372

Accrued Choice Time 0 0 0 54,792

Accrued Payroll Liabilities 0 0 0 44,974

Deferred Revenue 0 12,893 258 325

Due to WRA PAC 0 17 0 0

Federal Income Taxes Payable 0 26,318 26,318 0

Payroll Taxes Payable 461 2,558 2,823 1,636

Sales Taxes Payable 0 155 155 196

Security Deposit Payable 6,198 6,198 6,198 6,198

Supplemental Insurance Withheld 463 608 905 980

Total Current Liabilities 7,122 102,214 65,460 149,863 LONG-TERM LIABILITIES

Payable to Heritage Bank - Auto 0 0 0 12,797

Payable to US Bank - Building 646,616 652,554 661,433 699,891 Total Long-term Liabilities 646,616 652,554 661,433 712,688 FUND BALANCE

Fund Balance 1,330,438 1,399,123 1,238,212 1,160,463 Surplus/(Deficit) Current Month 21,818 (6,860) 160,911 46,483 Fund Balance, Current Month 1,352,256 1,392,263 1,399,123 1,206,946 Total Liabilities & Fund Balance 2,005,994 2,147,031 2,126,016 2,069,497

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AMENDED AND RESTATED

BYLAWS OF WASHINGTON RESTAURANT ASSOCIATION

ARTICLE I

ORGANIZATION

Section 1. The name of the Association shall be Washington Restaurant Association.

Section 2. The headquarters and offices of this Association shall be located in Olympia, Thurston County, Washington.

Section 3. This Association shall maintain office headquarters with employees trained to handle its business affairs: To collect and account for its dues and assessments paid by the members of the Association; to furnish if requested, technical and statistical information; and, if requested, to represent various groups of members in dealing with governmental agencies, as well as local, state, and federal agencies, and with consumer groups; to assist the industry in research studies; to supply governmental agencies with information and assistance in matters concerning the industry; to publicize the industry legislation and administration orders affecting the industry; and to promote the general welfare of the industry in a lawful and upright manner.

ARTICLE II MEMBERSHIP

Section 1. Any person or corporation who is the owner, proprietor, manager, or operator of any establishment, which has as its object or objects, the preparation, serving, or selling of meals or meal items to the general public, or any segment thereof, or the preparation, serving, or selling of beverages, which shall include alcoholic beverages, under the laws of the State of Washington, or further is the operator of any lodging facility which may or may not have in connection wherewith food or beverage facilities shall be eligible to election as a member of the Association. In addition there shall be an “Allied” membership category comprised of individuals or entities that provide products or services to the hospitality industry. In addition, there shall be “Noncommercial membership category”, comprised of individuals or entities which are either nonprofit organizations, or are not in competition with the normally recognized “commercial” segment of the hospitality industry, such as hospital cafeteria, nursing homes, assisted living centers, child care centers as well a nonprofit entities which have a food service component, or some other recognized nexus to the hospitality industry. The noncommercial category shall also include individual memberships, which shall consist of past chairpersons who wish to stay in contact with the WRA but who are no longer in the hospitality industry, individuals who are either retired from an active career in the hospitality industry, or who have in the past been active in the hospitality industry, and expect to resume a career in hospitality industry in the future. Each membership category shall have a separate dues structure, which shall be determined by the Board of Directors.

Section 2. No person or corporation shall be a member who has not made written application in a manner and form prescribed by the Board of Directors of the Association, and shall have paid dues as specified by the Board of Directors of this Association.

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Section 3. Any member may withdraw at any time and upon their withdrawal shall forfeit all rights of every nature and kind which they may have had by virtue of their membership in this Association including the forfeiture of the remainder of their dues paid.

Section 4. Membership in this Association shall be nontransferable.

Section 5. Membership in this Association may be evidenced by a symbol approved by the Board of Directors. Said symbol shall be issued on a regular basis reflecting the full payment of dues and the continuing membership.

Section 6. Any member who shall be delinquent in the payment of dues for more than ninety (90) days may be suspended by the Board of Directors, provided, that notice of such delinquency was delivered to the member at least ten (10) days prior to suspension. Notices of delinquency or suspension shall be given in person or by letter directed to the delinquent member at the last address in the files of the Association.

Section 7. A suspended member’s rights and privileges shall cease and terminate, however nothing herein shall excuse the suspended member from their liability to pay delinquent dues. Section 8. Members shall consist of Regular, Allied, Noncommercial and Individual memberships. Section 9. Regular and Noncommercial paid up memberships shall entitle a member to vote on any and all questions coming before the general membership. Regular members only shall be entitled to hold office.

Section 10. Allied and Noncommercial members shall have all the rights and privileges of Regular membership, including the right to serve on the Board, but cannot hold any of the positions defined as Officers of the Association in Article IV Section 1 of the Bylaws.

Section 11. All members shall have access to the Bylaws of the Restaurant Association, which are housed on its website, so they may be apprised of their rights, privileges and responsibilities. ARTICLE III

DUES

Section 1. Dues for all memberships shall be fixed by the Board of Directors. The method and calculation of these dues will be provided as part of the established procedure when a member makes application.

ARTICLE IV OFFICERS

Section 1. The Officers of this Association shall consist of a Chairperson, who also shall act as Chairperson of the Board of Directors, a Vice Chairperson, who shall also act as Chairperson of the Government Affairs Committee, a Secretary/Treasurer, who shall also act as Chairperson of the Finance Committee, and the Immediate Past Chairperson.

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Section 2. The Chairperson, the Vice Chairperson and Secretary/Treasurer designated in the preceding section shall be elected from the Board of Directors at the Association’s annual meeting of the Board of Directors. These officers are elected for 1year terms and shall serve until reelected or their successors are elected and qualified.

Section 3. There shall also be a President/CEO of the Association who shall be a paid employee of the Association and who shall be appointed by, and who shall serve at the pleasure of the Board of Directors of the Association, except as otherwise set forth herein. The Board of Directors shall have authority to adopt a resolution or resolutions authorizing the employment of such President/CEO on such terms and conditions as the directors may deem appropriate, and the directors, in furtherance of such action, may adopt a resolution authorizing the execution of written Employment Agreement with the President/CEO on such terms and conditions as are set forth in said written Employment Agreement. In the event of execution of such a written Employment Agreement, the terms and conditions of said written Employment Agreement shall control with respect to the employment relationship between the Association and the President/CEO. In the absence of such a written Employment Agreement, said employee shall serve at the pleasure of the Board of Directors on an “at will” employment basis.

Section 4. No officer or other representative of the Association shall incur any indebtedness of liability in the name of the Association unless having first secured written approval to do so from the Board of Directors. The Board of Directors shall establish fiscal policies for the operation of the Association, and on delivery of these policies to the President/CEO, said delivery shall constitute the instructions to the President/CEO for the operation of the Association, and further shall be the authority for the President/CEO to incur such indebtedness or liability on behalf of the Association so long as said indebtedness or liabilities are within the scope of the policies and authorities granted to the President/CEO.

Section 5. Within budgetary limitation the President/CEO shall fix the compensation of the staff whose compensation is not in excess of an amount designated by the Finance Committee per annum, and shall recommend to the Board of Directors the compensation for those members of the staff whose salary is in excess of the amount designated by the Finance Committee per annum.

ARTICLE V BOARD OF DIRECTORS

Section 1. The Board of Directors shall be comprised of the following:

A. Exofficio positions. The following shall be exofficio positions of the Board of Directors: 1 The WRA Education Foundation President who shall serve a one year term.

2 One seat on the Board of Directors for each WRA Chapter President, which Presidents shall each serve a one year term.

3 The NRA Board Representative.

4 The officers of the WRA, consisting of the Chairperson, the Vice Chairperson,

Secretary/Treasurer, and the immediate past Chairperson, whose terms shall each be for one year.

5 The current Chairperson of the Washington Restaurant Association Member Services Corporation and the current Chairperson of the Washington Restaurant Association Member Services Corporation Retro Sub-Committee.

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Directors shall also consist of the following elective positions, and the persons filling those positions shall be elected from the membership at large according to the procedures set forth at Article IX, as follows:

1 Four allied members;

2 Four quick service operators; 3 Four full service operators;

4 Four industry profile representatives, consisting of one Washington State liquor licensee, one Washington State gambling licensee, one Washington State catering licensee and one Washington State hotel operator;

5 Two Atlarge members of the Association.

Each nonexofficio, elected member of the Board of Directors who shall serve for a term of three years, other than the Atlarge position which will serve a one year term. Board members who serve a one year term as set forth above shall be entitled to serve no more than three consecutive one year terms on the Board of Directors, and Board members who serve three year terms may serve no more than two consecutive three year terms.

For the purposes of this Article V, the following terms shall have the following meanings: 1 “Quick service operators” shall mean: Industry Code 7222

2 “Full service operators” shall mean: Industry Code 7221

3 “Industry profile representatives” shall mean one of each of the following: Industry Codes – 7211, 7224, establishments holding a current WA state gaming license and an establishment holding a current WA state or Department of Health catering license.

4 “Atlarge members” shall mean any member of the Association regardless of whether such member is a full service operator, a quick service operator, an industry profile representative, but shall not include members who are Allied members and/or noncommercial members.

Section 2. The Board shall establish the criteria on which the Board Development Committee shall base their selection for nominations to Director positions.

Section 3. In the event of a vacancy on the Board of Directors, the vacancy shall be filled by action of the Board of Directors until such time as the unexpired term of the Director whose position has become vacant expires, at which time a replacement Director shall be appointed for the vacant position (based on exofficio status, or election under Article IX, as the case may be).

Section 4. The Board of Directors shall have the supervision over and general control of the business and policies of the Association pursuant to the Articles of Incorporation and these Bylaws. Section 5. The Board of Directors shall meet at any time or place on the call of the Chairperson or the President/CEO of the Association or a majority of the Board of Directors acting jointly. The Board of Directors shall meet not less than two (2) times annually including the Summer meeting of the Board of Directors. Members of the Board of Directors (or Committees or Task Forces) may participate in a meeting of the Board of Directors (or Committee or Task Force) by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other and participation in a meeting by such means shall constitute presence in person at such meeting. The Board may also act without a meeting by unanimous consent in the form of a written record (e.g. mail or fax).

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the meeting, shall be given by the person(s) authorized to call the meeting at least ten (10) days (but not more than thirty (30) days) prior to the meeting. Notice of special meetings, stating the time, place and purpose of the meeting, shall be given by the person(s) authorized to call the meeting, at least forty-eight (48) hours prior to the meeting. Notice may be given orally, (e.g., communicated in person, by telephone, or via wire or wireless equipment that does not transmit a facsimile of the notice, or by any electronic means that does not create a record, via tangible medium (e.g., mail, overnight delivery or facsimile) or via electronic submission (e.g., email),

provided that notice given via electronic submission is effective only with respect to those Directors who have consented in writing to receive electronically transmitted notices and designated in the consent the address, location or system to which notices may be electronically transmitted. Notice given under this Section is effective 1) when mailed, five (5) days after being deposited in the United States mail, 2) when sent certified mail, on the date shown on the return receipt, 3) when sent via facsimile, when dispatched, 4) when sent via overnight delivery or personal delivery, when received or 5) when sent via email, when transmitted to an address, location or system designated by the recipient. The consent of a Director to receive notice by electronic transmission is revoked if either (a) such a Director revokes her or his consent by delivering a revocation to the Association in the form of a record, or (b) the Association is unable to electronically transmit two consecutive notices given by the Association to the Director and this inability becomes known to the Secretary of the Board of Directors or any other person responsible for giving the notice. The inadvertent failure by the Association to treat this inability as a revocation of a Director’s consent does not invalidate any meeting or other action.

Section 7. At the Summer Meeting of the Board of Directors, Officers of the Association, with the exception of the President/CEO, shall be elected for the ensuing year or until their successors shall be so elected, provided, however, that vacancies in the various offices of the Association will be filled by the Board of Directors.

Section 8. No person shall be eligible to be elected an officer of the Association unless such member is an individual member in good standing or actively engaged in the management of an organization member in good standing

Section 9. The Board of Directors shall receive all reports of the officers and members of the Association, and shall be responsible for the audit or review of the books or accounts and have full charge of business affairs and policies of the Association subject to the Articles of Incorporation of the Association and these Bylaws.

Section 10. All Directors, as part of their commitment of service to the Association, shall be required to serve on at least one (1) committee, or the Education Foundation, or serve as an active participant in a local chapter.

ARTICLE VI EXECUTIVE COMMITTEE

Section 1. There shall be an Executive Committee composed of the Chairperson, the Vice Chairperson, the President/CEO, Secretary/Treasurer, the Immediate Past Chairperson, and a representative of the Education Foundation. The Executive Committee shall have the responsibility and authority to act on behalf of the Board of Directors, when the Board, by resolution, shall so designate. All members, except the President/CEO, serve for a period of one year and must be reappointed for each succeeding year.

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President/ CEO shall deem advisable for proper operation of the Association. ARTICLE VII DUTIES OF OFFICERS

Section 1. Chairperson: The Chairperson shall preside at all meetings of the Association, Board of Directors and Executive Committee. He/She shall, with the approval of the Board of Directors, appoint committees whose selection shall not otherwise be provided for and shall be an exofficio member of all committees. He/She or his/her designee shall represent the Washington Restaurant Association before the public and allied industries; he/she shall advise and consult with the President/CEO as to the policies that have been approved by the Board of Directors; he/she shall make recommendations to the Board as to policy. It shall be his/her duty at any time that he/she is unable to attend any meeting of the Association or Board to notify the President/CEO in advance of such meeting. In the event of a vacancy in the Office of Chairperson, the Executive Committee shall fill such vacancy for the unexpired term.

Section 2. Vice Chairperson: The Vice Chairperson shall perform the duties of the Chairperson during his/her absence or inability to act; shall perform such other duties as the Board of Directors or the Chairperson may request, and shall have the duty of acquainting himself/herself with the work of every committee. In addition, the Vice Chairperson shall be the Chair of the Government Affairs Committee. In the event of a vacancy in the office of the Vice Chairperson, the Executive Committee shall fill such vacancy for the unexpired term.

Section 3. Secretary/Treasurer: The Secretary/Treasurer shall keep himself/herself fully advised as to the financial condition of the Association and shall regularly report to the Board of Directors on the financial condition of the Association and the adequacy of the accounting records of the Association. In addition, the Secretary/Treasurer shall be the Chairperson of the Finance Committee. In the event a vacancy occurs in the office of Secretary/Treasurer, the Executive Committee shall fill such vacancy for the unexpired term.

Section 4. The President/CEO: The President/CEO shall give notice of and attend all meetings of the Association and the Board of Directors and oversee record keeping of the proceedings;

conduct all correspondence and carry into execution, all orders, votes and resolutions not otherwise committed; execute on behalf of the Association all leases, contracts and other

documents; keep a list of all members of the Association; collect all monies due to the Association and deposit all sums received in the bank or banks approved by the Board of Directors; keep records of staff, employees, and other agents of the Association, their salaries and terms of employment, and take charge and supervise the performance by them of their respective duties; prepare an Annual Report of the transactions and condition of the Association; responsible for the preparation and submission of an Annual Budget of income and expenses to the Finance

Committee at least thirty (30) days prior to the beginning of the fiscal year; cause to be kept full and accurate account of all receipts and disbursements in books belonging to the Association; perform such other duties as prescribed by the Board of Directors, and generally devote his/her best efforts to forwarding the business and advancing the interest of the Association. Complete responsibility and authority over the staff shall be vested in the President and, without limiting the generality of the foregoing, he/she shall have exclusive authority to fill vacancies in staff personnel and to train, discipline, discharge and assign work to staff personnel. The President/CEO shall be appointed by the Board of Directors and need not be a member of the Association.

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Section 6. Contracts, agreements, bank resolutions, and other authorizations shall be signed by the President/CEO or other authorized officers as directed and authorized by the Board of Directors.

Section 7. In the event of a vacancy of any Officer’s position the Executive Committee shall appoint a replacement to fill that vacancy.

Section 8. In the event of a vacancy of any Board of Director’s position, the Chairperson of the Board shall appoint a replacement to fill that vacancy until the next election.

ARTICLE VIII COMMITTEES

Section 1. Committees and Taskforces: Committees and/or Taskforces of either the Directors of the Association or the Membership of the Association, or Committees and Taskforces comprised of both Directors and Members, may be established by action of either the Board of Directors, or the Executive Committee and shall function and operate, on such terms, and for such period of time as shall be stated in the Resolution of the Board of Directors, or the Executive Committee, as the case may be, creating or establishing the Committee or Taskforce, and the Board of Directors, may authorize such Committee to make such determinations, and/or take such actions as are set forth in the Resolution establishing the Committee or Taskforce, as long as such authority is not inconsistent with the provisions of these Bylaws, or the Association’s Articles of Incorporation. ARTICLE IX

ELECTIONS/NOMINATIONS Section 1.

The President/CEO shall deliver to Chairperson recommendations of WRA members for the Board,

with Development Committee and request approval of or changes to said recommendations., Thereafter, the President/CEO and Chair of the Board Development Committee shall forward such recommendations to the Board of Directors, shall to annually appoint the Board of Development Committee consisting of five (5) WRA members, and shall also appoint one of the members of the Board Development Committee as the Committee’s Chairperson. The Board Development Committee, shall be responsible for the nomination of those persons who shall: 1) fill coming vacancies and any existing vacancies on the Board of Directors; and 2) fill the various offices of the Association, with the exception of the President/CEO. Such nominations for Directors shall be submitted to the entire membership via the Association’s monthly news magazine, May edition, in a format which would permit all WRA members to vote for directors whose nomination has been formally presented. There willshall be a write-in blank for members to submit candidates of their choosing. Ballots are toshall be returned to the Association office no later than the third Monday of May, of each year in order to have their votevotes tallied. The nominee or write-in candidate with the highest number of votes willshall prevail and shall be notified either by mail or email within ten (10) days of confirmation of election and qualification.

The Board shall adopt a resolution governing the manner and means of balloting, which may include provision for electronic ballot.

The then elected Board of Directors shall receive the Board Development Committee’s nominated candidates for Chairperson, Vice Chairperson and Secretary/Treasurer at the Summer Board of Directors’ Meeting and shall elect Officers from the slate of candidates nominated by the Board

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Development Committee. No Officer shall be elected except by a majority vote of those Directors present and voting. If a sufficient number of candidates to fill all positions do not receive a majority vote, there shall then be a further vote or votes on the remaining candidates until all positions are filled.

No nominated candidate or write-in candidate shall be deemed elected unless such candidate shall receive a minimum of ten (10) votes for the Board position for which that candidate is running. If as a result of this restriction the position is not filled the position shall be treated as vacant by the Chairperson who shall have authority to fill the position as provided in Article VII Section 8.

ARTICLE X SUPSENSIONSUSPENSION OF DIRECTORS, OFFICERS, OR MEMBERS

Section 1. The Board of Directors, acting with not less than a majority present, shall have the authority to remove any Board Member. for reasons other than as set forth below in Section 3. Section 2. Members of the Executive Committee shall attend all Executive Committee meetings held during the year. Failure to attend the meetings may be considered just cause for removal. The Board of Directors, acting with not less than a majority present and at the request of the Chairperson, shall have the authority to remove any member who fails to attend Executive Committee meetings on a regular basis and can give no justifiable reason for not attending.

Section 3. For the purpose of this section, the failure by Directors to attend seventy-five percent (75%) of the Board of Directors’ Meetings during the course of their termrespective terms may be considered just cause for removal by the Board of Directors. No Director or officer shall be removed without first being notified at least ten (10) days before the contemplated action is taken and being first given an opportunity to be heard. by the Board Development Committee.

ARTICLE XI WRA LOCAL CHAPTER DEVELOPMENT

Section 1. An Association Chapter may be established by a majority vote of the Board of Directors in order to provide local networks throughout the state to facilitate communication between the Association’s members and foodservice suppliers, local and statewide regulatory boards, and government offices and staff.

Chapters shall provide a strong, solid presence in local communities thereby increasing WRA’s local and statewide recognition and adding strength to WRA in all aspects from political to educational to social activities. An Association Chapter may be dissolved at any time by a majority vote of the Board of Directors.

ARTICLE XII QUORUM

Section 1. General Membership meetings shall require at least fifteen (15) members to be present to constitute a quorum. The membership may be represented in person or by written proxy properly executed by the member. For purposes of this Section, a “written proxy” shall be deemed to include, without limitation, a facsimile, email or similar electronic transmission by the member from which it can reasonably be determined that the transmission was authorized by the member, or a photographic, facsimile or similar reproduction of a writing executed by the member. Proxies for use at any membership meeting or in connection with any vote taken by electronic transmission or the taking of any action by unanimous consent in the form of an executed record shall be filed

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with the President/CEO, before or at the time of the meeting, the electronic vote or execution of unanimous consent, as applicable. All proxies shall be received and taken charge of and all ballots shall be received by the President/CEO, who shall decide all questions concerning the qualification of voting members, the validity of proxies and the acceptance or rejection of votes. No proxy shall be valid after the meeting, electronic vote or execution of the written consent for which it was provided.

Section 2. All meetings of the Board of Directors shall require at least a simple majority of the Directors to be present in order to constitute a quorum unless otherwise stated herein. Meetings of the Executive Committee shall require three (3) of the members of the Executive Committee to be present in order to constitute a quorum.

ARTICLE XIII AMENDMENTS

Section 1. These Bylaws may be altered, changed or amended at any meeting of the Board of Directors of this Association, provided notice of all proposed changes, alterations, or amendments has been given to the Board of Directors at a previous meeting or shall have been delivered to each Board member at least thirty (30) days prior to the date of the meeting when the amendments to the Bylaws are to be considered. A two thirds (2/3) vote of the Board of Directors present shall be necessary for the adoption of any change, alteration, or amendment of these Bylaws.

ARTICLE XIV DATE OF ADOPTION

Section 1. These Bylaws were duly adopted by the Board of Directors of this corporation this 29th day of October, 2013.

Attest:

Mark Chriest Jim Rowe

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4th Quarter Membership Report

Tota l Due

s Rev enue New Sal es Rete ntio n Am bass ador s Men tors Billa ble Mem

ber C ount

Oct 201

4 (t op)

Cur rent

(bel ow)

-Goal is 2

50 b y Ju

ly

2015 Notes

Total _Goal _{$323,750 $48,700 91%} ₂₈₈ ₉₂ _1,828

Actual $326,397 $36,470 93% 146 61 1,854 .+ or - $2,647 75% +59 +26 26 Goal $7,200 91% 36 12 185 Actual $4,150 92% 14 4 185

AC: Michele Edwards

.+ or - ($3,050) +14 +1 0 Goal $7,200 91% 26 8 238 Actual $3,950 93% 24 8 239

AC: Monica Hollar

.+ or - ($3,250) no change +1 1 Goal $7,200 91% 34 16 215 Actual $5,430 93% 20 12 216

AC: Cathy Fox

.+ or - ($1,770) +11 +6 1 Goal $7,200 91% 30 20 236 Actual $7,925 97% 20 20 244

AC: Tamorro Farrell

.+ or - $725 +12 +16 8 Goal $7,200 91% 30 12 231 Actual $6,301 89% 18 12 240

AC: Kim Hildahl

.+ or - ($899) +11 +1 9 Goal $7,200 91% 36 8 197 Actual $3,314 95% 12 1 204

AC: Tara Rendon

.+ or - ($3,886) no change -2 7 Goal $1,000 91% 30 8 190 Actual $0 80% 5 2 180

AC: Open Territory

.+ or - ($1,000) +1 +2 (10) Goal $1,000 91% 36 8 116 Actual $685 99% 3 2 112

AC: Open Territory

.+ or - ($315) +1 +1 (4) Goal $4,900 91% 30 N/A 220 Actual $4,715 97% 30 N/A 234

AC: Donna Tikker

($185) +2 14

Donna returned to the team on October 1st as a full time AC. She began initial new sales technique training with Jim Durland. Donna had a reduces new sales goal due to the transition. Her ProStart schools will continue to be covered by Julie L.

New sales were a challenge in December reaching 57% of new sales goal. However, the team met retro and retention goals. Several A.C.s improved in ambassador and mentor counts, as well. January new sales is looking good even though the team is faced with recruiting Hill Climb attendees.

Michele completed her 1st year with the WRA in January. She is now actively recruiting ambassadors and mentors.

This terriotory remains open. Retention continues to be covered by Kristi. ProStart schools continue to be serviced by Jennifer Dixon and Lyle. Ambassadors were obtained by Kristi & Jennifer.

Tara continues her training with Jim Durland. She is not yet actively recruiting mentors or ambassadors.

This territory remains open. Retention is being worked in house by Kristi.

Monica's performance is reflective of some personal issues she was dealing with. She continues to be a top performer. We are confident she will bounce back.

Cathy remains among the top performers of the team. She is active in all areas of membership.

Tamorro continues to be a top performer in new sales and retention. She has experienced a lot of success working with Anthony on obtaining ambassadors and mentors. Her membership count continues to increase, as well.

Kim narrowly missed quarterly new sales goal. She experienced success in recruiting ambassadors - gaining 11 this quarter. Her membership count continues to increase, as well.

S.King

Pierce

NW

East King, Renton to Woodinville / Kirkland plus Kittitas and Grant Counties

Downtown Seattle, 145th to Madison

South King County starting at Madison in Seattle down to Federal Way, includes Capitol Hill in Seattle, does not include Renton Pierce County, east of the Narrows Bridge. Plus Yakima County.

Counties of Whatcom, Skagit, Island, San Juan, Chelan, Douglas

E. King

Seattle

Eastern WA

Counties of Thurston, Grays Harbor, Mason, Wahkiakum, Pacific and Lewis, Pierce west of the Narrows Bridge

Counties of Cowlitz, Clark Skamania, Klickitat, Benton, Franklin, Walla Walla, Columbia

Counties of Spokane, Pend Oreille, Stevens, Ferry, Lincoln, Adams, Whitman, Garfield and Asotin

Snohomish Snohomish. Clallam, Jefferson counties plus King County Cities of Shoreline, Lake Forest Park, Bothel and Kenmore Thurston,

Kitsap, Coast

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12 Hawks Bar & Grill Ephrata South Perry Pizza Spokane

1-800-SUSHI Bellevue Stacks Federal Way

95 Slide Sports Bar Seattle Station, The Seattle

Admiral Benbow Seattle Stimpy's Sports Bar and Grill Kent

Amaro Bistro Bothell Sweet Frostings Blissful Bake Shop Spokane

ANPPR Corporation Arlington Trapper's Sushi Sumner

Arista Pasta Puyallup Triumph Bar Seattle

Bar Ferd'Nand Seattle Zip's Drive In Spokane

Bookwalter Winery LLC Richland

Bottle & Bull Kirkland

Buck's American Cafe Everett

Bullpen Sports Bar & Grill Sedro Woolley

Cafe Vincero Tacoma

Carolina Smoke Bothell

Castle Event Catering Richland

CJ's Eatery Seattle

Cole's Fine Foods Spokane

Corretto Trattoria & Bar Seattle

Cosmos Bistro & Catering Bellingham

Delicatus & The Kitchen by Delicatus Seattle

Devoted Kiss Cafe Gig Harbor

Dickey's Barbecue Pit Spokane

Dickey's Barbecue Pit WA #991 Port Orchard

Dixie's Home Cookin Sumner

Don Juan's Mexican Kitchen Tenino

Durkin's Liquor Bar Spokane

Five Mile Heights Pizza Spokane

Fujiyama Japanese Steakhouse Olympia

Glover Mansion Spokane

Good Fortune Enterprises Northwest Inc Issaquah

Greek House, The Burien

Hoosegaw, The Vancouver

Hops & Headz Bellingham

Island Cafe II Oak Harbor

Island Pizzeria Tacoma

Jeremy's Farm to Table Restaurant Chehalis

JM Emerald Inc Bellevue

La Brisa Restaurant Chelan

Lolli's Broiler & Pub Federal Way

Love By The Slice Tacoma

Maple Valley Bar & Grill Maple Valley

Mi Mexico Bellingham

Mis Tres Amigos II LLC Puyallup

Naanz Seattle

Nathan Vaughn McAlester

Old European Breakfast House Spokane

Palace Tukwila Tukwila

Palmers East Redmond

Papa Murphy's Take 'N' Bake Anacortes Anacortes

Pecado Bueno LLC Seattle

Petit Chat Village Bakery Spokane

Pho Cyclo Cafe Seattle

Pita Pit, The Tacoma

Red Head Pizza LLC East Wenatchee

Restaurant Marche Bainbridge Island

RR Pizza LLC Coupeville

Saranac Public House Spokane

Sedro Woolley Eagles #2069 Sedro Woolley

Sen Japanese Gourmet Deli Kirkland

Similan Thai Cuisine Issaquah

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**October Leadership Retreat**

Josh and Morgan helped organize a productive leadership retreat so we could define our mission statement and leadership structure, identify short term and long term goals and talk through some immediate issues. Here is a brief outline of our work:

SRA Mission: To develop an active network of restaurant owners, operators and managers focused on the issues that impact the Seattle restaurant industry.

Short term goals:

1. Hospitality PAC

2. Be active during 2015 City Council elections

3. Develop SRA website

4. Increase and develop strong communication strategy to membership

5. Increase attendance to SRA meetings

6. Keep restauranteurs informed of minimum wage strategy options

Long term goals:

1. Become the go-to source for information about policies that affect restaurants

2. Create and add value to SRA for our members

3. Help engage new restauranteurs with connections, media outreach, etc.

4. Determine long term plan for minimum wage policy work

Leadership Roles:

Angela Stowell – President/PAC Committee/Membership Development Steve Hooper – Outreach and Communications

Travis Rosenthal – Government Affairs Matt Galvin – Events and Meetings Nick Musser – SHA Liaison

Jasmine Donovan – PAC Committee Pressing Issues:

• Get the Hospitality PAC off the ground. Act as an advisory board, via Jasmine and Angela, to inform PAC committee of candidates/issues important to the SRA. Leadership would like to see $100,000 raised for the 2015 City Council elections

WASHINGTON RESTAURANT ASSOCIATION