NAME; PURPOSE; OFFICES
Section 1.1 Name. The name of the corporation is WorldatWork, Inc. (the "Corporation").
Section 1.2 Nonprofit and Tax-Exempt Status. The Corporation is organized exclusively for charitable, religious, educational, literary, and scientific purposes within the meaning of Section 50l(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or corresponding provision of any future federal tax laws (a "Tax Exempt Organization").
Section 1.3 Purpose. The Corporation will make grants for any charitable, religious, educational, literary, or scientific purpose within the meaning of Section 501(c)(3) of the Code, including for such purposes as the making of distributions to other Tax-Exempt Organizations. The Corporation will conduct its activities in the human resources market space, specifically in the areas of human capital and its contribution to growth, entity total rewards, and employee and management compensation.
Section 1.4 Business Offices. The principal office of the Corporation shall initially be located in Arizona. The Corporation may have such other offices, as the Board of Directors may designate or as the affairs of the Corporation may require from time to time.
Section 1.5 Registered Office. The registered office of the Corporation required by the Arizona Nonprofit Corporation Act (the "Act") to be maintained in Arizona may be, but need not be, the same as the principal office if in Arizona, and the address of the registered office may be changed from time to time by the Board of Directors.
Section 2.1 Members. The Corporation shall have non-voting members.
BOARD OF DIRECTORS
Section 3.1 General Powers. The property, business and affairs of the Corporation shall be managed by its Board of Directors (the "Board"), which shall have exclusive responsibility for the determination and implementation of the activities, governance, and policy for the Corporation. The Board may exercise all powers, rights and privileges of the Corporation (whether expressed or implied in the Articles of Incorporation of the Corporation or conferred by law or otherwise) and do all acts and things which may be done by the Corporation as a nonprofit corporation without members. By way of example and not limitation, the Board’s duties shall include those duties as listed on Exhibit A to the Bylaws.
Section 3.2 Number. Term. and Qualifications. The authorized number of directors of the Corporation (each, a "Director" and, collectively, the "Directors") shall be not less than five ( 5) or more than nine (9), as the Board shall determine from time to time. One Director shall always be the Corporation’s Chief Executive Officer. With the exception of the Company’s Chief Executive Officer, each Director may serve an initial term of up to four (4) years. Following the conclusion of the initial four (4) year term, a Director may serve up to two (2) additional four (4) year terms if that Director at a regular meeting of the Board acquires the votes necessary for election in accordance with Section 3.3 below. Directors shall serve until his or her successor is elected and qualified or until such Director's earlier death, resignation, incapacity to serve, or removal. Notwithstanding the above, and with respect to any additional terms served by a Director, the Corporation’s Chief Executive Officer shall have input of continuance of service with regard to a/the Directors re-election.
Section 3.3 Election. Directors shall be elected by the Board at a regular meeting of the Board. Those persons who receive a plurality of the votes cast shall be deemed to have been elected.
Section 3.4 Resignation. A Director may resign by delivering written notice to the Board or Secretary of the Corporation. A resignation is effective when the notice is received unless the notice specifies a later effective date.
Section 3.5 Removal. Any Director may be removed from office by an affirmative vote of two- thirds of the Directors present at any regular, special, or annual meeting of the Board at which two- thirds of the remaining Directors are present. A Director whose removal is being considered shall not be eligible to vote on the issue of his or her own removal.
Section 3.6 Vacancies. Any vacancy in the Board, including a vacancy created by an increase in the number of directors, may be filled by a majority vote of the remaining Directors, though less than a quorum, or by the sole remaining Director. Any Director so elected shall hold office until the election and qualification of his or her successor. Notwithstanding the above, no vacancy in the Board shall be filled by an individual unless vetted and recommended by the Corporation’s Chief Executive Officer.
Section 3.7 Lead Director of the Board of Directors. The Lead Director of the Board shall preside at all meetings of the Board. In the Lead Director’s absence such person as may be designated by the Board, shall serve in such capacity.
Section 3.8 Annual and Regular Meetings. The Board shall hold regular meetings, no less than once per calendar year, as the Board may provide by resolution. The time and place of such regular meetings, either within or outside Arizona, shall be as determined by the Board. Each year, the Board shall establish the dates, times, and locations of its regular meetings and once approved, no additional notice is required for such meetings.
Section 3.9 Special Meetings. Special meetings of the Board may be called by or at the request of the Lead Director of the Board. The person authorized to call special meetings of the Board may fix any place, either within or without the State of Arizona, as a place for holding such special meeting of the Board called by him or her.
Section 3.10 Notice of Special Meeting. Notice of each special meeting of the Board stating the place, day, and hour of the meeting shall be given to each Director at the address designated by the Director at least two (2) business days prior thereto by personal delivery or electronic mail. Any such notice shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a weekend or holiday observed by the State of Arizona. Any Director may waive notice of any special meeting before, at or after such meeting. The attendance of a Director at a special meeting shall constitute a waiver of notice of such meeting, except where a Director attends a special meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board need be specified in the notice or waiver of notice of such special meeting unless otherwise required by statute.
Section 3.11 Presumption of Assent. A Director who is present at a meeting of the Board or a committee at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the dissent of such Director shall be entered in the minutes of the meeting or unless the Director shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 3.12 Quorum and Voting. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board, and the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board unless the act of a greater number is required on a particular matter by the Articles of Incorporation or Bylaws or unless otherwise provided by law. If less than a quorum is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present. No Director may vote or act by proxy at any meeting of Directors.
Section 3.13 Compensation. Other than the CEO, Directors shall not receive compensation for their services as such, although the Corporation, with the prior approval of the Board, may reimburse the reasonable expenses incurred by Directors in attending meetings of the Board. The Board shall have the power in its discretion to contract for and to pay to Directors rendering unusual or exceptional personal services to the Corporation compensation appropriate to the value of the services. Any compensation paid to a Director shall be in accordance with the Corporation's policy governing conflicts of interest.
Section 3.14 Board Committees. By one or more resolutions the Board may designate from among its members one or more committees, each of which, to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the Board, except as otherwise prohibited by such resolution or the law. The delegation of authority to any committee shall not operate to relieve the Board or any Director from any responsibility imposed on them. Rules governing procedures for meetings of any committee of the Board shall be as established by the Board, or in the absence thereof, by the committee itself, not inconsistent with these Bylaws or with rules adopted by the Board. All committees will, unless otherwise directed by the Board, keep regular minutes of the transactions at their meetings and will cause them to be recorded in books kept for that purpose in the office of the Corporation and will report the same to the Board at its next meeting. The Secretary may act as Secretary of the committee if the committee or the Board so requests.
Section 3.15 Non-Board Committees. The Board may create one or more non-Board committees and delegate non-Board functions to such committees. Non-Board committees may include both Directors and individuals who are not directors of the Corporation. Non-Board committees may not exercise the authority of the Board.
Section 3.16 Meetings by Telephone or Digital Means. Directors or any member of a committee of the Board may participate in a regular or special meeting of the Board or committee by means of conference telephone or similar communications equipment, or by digital means such as Zoom, by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
Section 3.17 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board or of any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all directors then in office or committee members, as the case may be. Such consent may be executed in counterparts and shall have the same effect as a unanimous vote of the directors or committee members of the Corporation at a duly convened meeting. The writing or writings evidencing such action taken without a meeting shall be filed with the Secretary and inserted in the permanent records relating to meetings of the directors.
Section 3.18 Directors Not Liable for Corporation Debts. The Directors, individually and/or collectively, shall not be liable for the debts, liabilities, or obligations of the Corporation.
OFFICERS AND AGENTS
Section 4.1 Number and Qualifications. The Officers of the Corporation shall be elected by the Board. The officers of the Corporation shall consist of the Chief Executive Officer, President, and Secretary. The Board may also appoint such other officers, assistant officers, and agents, including assistant secretaries, and assistant treasurers, as it may consider necessary. One person may hold more than one office at a time. Officers may, but shall not be required to, be Directors.
Section 4.2 Appointment and Term of Office. The Board may appoint officers at any meeting of the Board. Each officer shall hold office until the officer's successor shall have been duly appointed and shall have qualified, or until the officer's earlier death, resignation, or removal.
Section 4.3 Removal. Any officer or agent may be removed by a majority of the Directors then in office whenever in its judgment the best interests of the Corporation will be served thereby. An officer who is also a Director whose removal is being considered shall not be eligible to vote on the issue of his or her own removal. In the event of the removal of an officer under the provisions of these Bylaws, said removal shall automatically terminate such officer's tenure as a Director, if applicable.
Section 4.4 Resignation. An officer may resign at any time by delivering notice to the Board. The resignation of an officer shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.5 Vacancies. The Board may fill a vacancy in any office, however occurring.
Section 4.6 Authority and Duties of Officers. The officers shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the Board or these Bylaws, except that in any event, each officer shall exercise such powers and perform such duties as may be required by law.
Section 4.7 Chief Executive Officer. The Chief Executive Officer (“CEO”) of the Corporation, shall be appointed by the Board, is subject to the direction of the Board, shall have and exercise general charge and supervision of the affairs of the Corporation and shall do and perform such other duties as may be assigned by the Board.
Section 4.8 Secretary. The Secretary shall cause: (i) the minutes of the proceedings of the Board and any committees of the Board to be kept; (ii) all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) that a custodian of the corporate records be designated and the records kept; (iv) a person to be designated to authenticate records of the Corporation when requested to do so; (v) such corporate reports as may be required by state law to be prepared and filed in a timely manner; and (vi) in general, cause to be performed all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board. The Secretary shall have the authority to designate such duties to the Corporation’s General Counsel or other executives within the Corporation.
Section 4.9 President. The President shall be an executive employed by the Corporation. In the event the President’s role is separate from the Chief Executive Officer’s, the President shall: (i) report to the Chief Executive Officer; (ii) be responsible for the day to day operations of the Corporation; (iii) establish policies that promote the Corporations culture and vision; and (iv) perform all other duties as from time to time may be assigned to the President by the Chief Executive Officer and Board.
Section 5.1 Indemnification of Directors, Officers, Etc. The Corporation hereby declares that any person who serves at its request as a Director, officer, employee, chair or member of any committee, or on behalf of the Corporation as a director, trustee, or officer of another corporation, whether for profit or not for profit, shall be deemed the Corporation's agent for the purposes of this Article and shall be indemnified by the Corporation to the fullest extent permitted by the Act. The Corporation shall indemnify such person against expenses, including reasonable attorneys' fees, judgments, fines, excise taxes, and amounts paid in settlement actually and reasonably incurred by such person who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of such service, provided such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. Except as provided in Section 5.3, termination of any such action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not of itself create either a presumption that such person did not act in good faith and in a manner that such person reasonably believed to be in the best interests of the Corporation or, with respect to any criminal action or proceeding, a presumption that such person had reasonable cause to believe that such person's conduct was unlawful.
Section 5.2 Indemnification against Liability to Corporation. No indemnification shall be made in respect of any claim, issue or matter as to which a person covered by Section 5.1 shall have been adjudged to be liable for negligence or misconduct in the performance of that person's duty to the Corporation unless and only to the extent that the court in which such action, suit, or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses that such court shall deem proper.
Section 5.3 Indemnification in Criminal Actions. No indemnification shall be made in respect of any criminal action or proceeding as to which a person covered by Section 5.1 shall have been adjudged to be guilty unless and only to the extent that the court in which such action or proceeding was brought shall determine upon application that, despite the adjudication of guilt but in view of all the circumstances of the case, such person is entitled to indemnification for such expenses or fines that such court shall deem proper.
Section 5.4 Other Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person may be entitled under the Articles of Incorporation, any agreement, any other provision of these Bylaws, vote of the disinterested Directors or otherwise, and any procedure provided for by any of the foregoing, both as to action in that person's official capacity and as to action in another capacity while holding such office.
Section 5.5 Period of Indemnification. Any indemnification pursuant to this Article shall: (a) be applicable to acts or omissions that occurred prior to the adoption of this Article and (b) continue as to any indemnified party who has ceased to be a Director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of such indemnified party. The repeal or amendment of all or any portion of these Bylaws that would have the effect of limiting, qualifying, or restricting any of the powers or rights of indemnification provided or permitted in this Article shall not, solely by reason of such repeal or amendment, eliminate, restrict, or otherwise affect the right or power of the Corporation to indemnify any person, or affect any right of indemnification of such person, with respect to any acts or omissions that occurred prior to such repeal or amendment.
Section 5.6 Insurance. By action of the Board, notwithstanding any interest of the Directors in such action, the Corporation may purchase and maintain insurance, in such amounts as the Board may deem appropriate, on behalf of any person indemnified hereunder against any liability asserted against such person and incurred by such person in such person's capacity of or arising out of such person's status as an agent of the Corporation, whether or not the Corporation would have the power to indemnify that person against such liability under applicable provisions of law. The Corporation may also purchase and maintain insurance, in such amounts as the Board may deem appropriate to insure the Corporation against any liability, including without limitation, any liability for the indemnifications provided in this Article.
Section 5.7 Right to Impose Conditions to Indemnification. The Corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as the Board may deem appropriate in each specific case, including, but not limited to, any one or more of the following: (a) any counsel representing the person to be indemnified in connection with the defense or settlement of any action shall be counsel that is mutually agreeable to the person to be indemnified and to the Corporation; (b) the Corporation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the person to be indemnified; (c) the Corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified person's right of recovery; and (d) the person to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the Corporation.
Section 6.1 Fiscal Year. The fiscal year of the Corporation shall begin on January 1 of each year.
Section 6.2 Conflicting Interest Transactions. The Board shall adopt a policy regarding conflicting interest transactions between the Corporation and interested persons. As used in this Section, "conflicting interest transaction" includes, but is not limited, to the following: (a) a sale, lease or exchange of property to or from the Corporation and a Director or officer or an entity in which a Director or officer is a director or officer or has a financial interest; (b) a guaranty by the Corporation of an obligation of a Director or officer or of an obligation of an entity in which a Director or officer is a director or officer or has a financial interest; or (c) a contract or transaction between the Corporation and a Director or officer or between the Corporation and an entity in which a Director or officer is a director or officer or has a financial interest. No conflicting interest transaction shall be void or voidable, enjoined, set aside, or give rise to an award of damages or other sanctions in the right of the Corporation or an entity in which a Director or officer is a director or officer or has a financial interest, or solely because the conflicting interest transaction involves a Director or officer or an entity in which a Director or officer is a director or officer or has a financial interest, or solely because the Director is present at or participates in the meetings of the Board or of a committee of the Board, that authorizes, approves, or ratifies a conflicting interest transaction, or solely because the Director's vote is counted for such purpose if the Board follows the conflict of interest policy in approving the conflicting interest transaction. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee that authorizes, approves, or ratifies the conflicting interest transaction.
Section 6.3 Conveyances and Encumbrances. Property of the Corporation may be assigned, conveyed, or encumbered by such officers of the Corporation as may be authorized to do so by the Board, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance, and encumbrance; however, the sale, exchange, lease, or other disposition of all or substantially all of the property and assets of the Corporation shall be authorized only in the manner prescribed by applicable statute.
Section 6.4 Loans to Directors and Officers Prohibited. No loans shall be made by the Corporation to any of its Directors or officers. Any Director or officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until it is repaid.
Section 6.5 Record Retention. The Corporation shall maintain, at its principal office, copies of the following documents: (a) the Articles of Incorporation; (b) these Bylaws; (c) a list, including home addresses of all current Directors and officers; (d) the most recent corporate report; (e) financial statements for the past three (3) years; and (f) all other documents required to be made available to Directors or others pursuant to applicable law.
Section 6.6 Amendments. The power to alter, amend, or repeal these Bylaws and adopt new Bylaws shall be vested in the Board. The affirmative vote of a majority of the total number of Directors then in office shall be required to alter, amend, or repeal these Bylaws and adopt new Bylaws. Any action taken or authorized by the Board, which would be inconsistent with the Bylaws then in effect but is taken or authorized by affirmative vote of not less than the number of Directors required to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.
Section 6.7 Prohibited Activities. The Corporation is organized as a nonprofit corporation exclusively for charitable, religious, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its Directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Bylaws and the Articles of Incorporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Anything contained in these Bylaws to the contrary notwithstanding, the Corporation shall not carry on or otherwise engage in any activities not permitted to be carried on or engaged in by (i) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, as amended, or any corresponding section of the future tax code or (ii) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue code, as amended, or any corresponding section of any future tax code.
Section 6.8 Dissolution. Upon the dissolution of the Corporation , the Directors, after making provision for the payment of all of the liabilities of the Corporation, shall arrange for the distribution of all of the assets of the Corporation exclusively for one or more purposes described in Section 501(c)(3) of the Code, by distribution to one or more organizations that shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, or by distribution to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
I. Audit Area:
- Appoint or re-appoint the external independent auditor.
- Review the report from WorldatWork’s CEO the overall scope, staffing, and audit plans.
- Discuss with management internal audit responsibilities including engagement, evaluation, termination, budget and staffing, and any changes in the planned audit scope.
- Review and discuss annual audited financial statements with management and the independent auditor, if needed.
- Discuss with management and the independent auditor, any significant financial reporting issues and judgments made in connection with the preparation of the annual financial statements, including significant changes in accounting principles or major issues.
- Discuss with the independent auditor adoption or changes of accounting or auditing principles and practices, and any audit difficulties.
- Review and approve the Annual Report (if applicable) and IRS Form 990.
II. Compensation Area:
- Review and evaluate the overall compensation philosophy of WorldatWork and the specific compensation of the Chief Executive Officer. Once approved, and with respect to the WorldatWork compensation philosophy, execution of the approved compensation philosophy shall be carried out by the Chief Executive Officer. In addition, the Board will also review and approve the annual proposed bonus payouts and timing to WorldatWork employees.
- Review and approve the WorldatWork’s corporate goals and objectives relevant to CEO and approve his or her annual salary, bonus, and other benefits, direct and indirect, including annual performance objectives and other financial incentives.
- Evaluate the performance of the CEO in light of those goals and objectives and based on such evaluation, determine any increases to his/her annual salary, bonus, and other benefits, direct and indirect, of the CEO.
- Review and monitor operating surplus plan, and benefit plans.
- On a periodic basis review reports from management regarding the employee benefit plans.
III. Governance Area:
- Review and recommend director’s and officer’s indemnification and insurance matters.
- In its discretion perform a review and evaluation, from time to time, of the performance of the board of Directors, including by reviewing the compliance of the Board and its Board Members with WorldatWork’s Bylaws and any Board Charter and recommend any improvements to the Bylaws that the Board of Directors considers necessary or valuable. The Board may conduct such evaluations and reviews in such manner as it deems appropriate.
- Review of Board Composition. Review and make recommendations, regarding the composition and size of the Board of Directors in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds. New board members will be vetted and recommended to the board by the Chief Executive Officer.
- Oversee and approve the management continuity planning process. Review and evaluate the succession plans relating to the CEO and other officer positions and make recommendations to the Board of Directors with respect to the selection of individuals to occupy these positions.
- Reviews and assesses the effectiveness of the Association’s policies and practices with respect to corporate governance (for example, Code of Ethics).
IV. Strategy and Business Activities:
- Review and approves WorldatWork’s strategic plan and budget and monitors its execution through the Officers.
- Reviews and approves the annual budgets and capital investments of over $250,000 and the investment policy for the Association’s reserves.
- Reviews and approves any new debt instruments including loans or lines of credit.