(As Amended June 21, 2018)
ARTICLE I -- NAME AND OFFICES
1.01 NAME: The name of this corporation is Worldwide ERC® Foundation for Workforce Mobility (“Worldwide ERC® Foundation”).
1.02 OFFICE: The principle office of Worldwide ERC® Foundation shall be at 4401 Wilson Boulevard, Suite 510, Arlington, Virginia 22203 and/or such other places as the Board of Trustees may from time to time appoint or the activities of Worldwide ERC® Foundation may require.
ARTICLE II -- PURPOSE
2.01 PURPOSE: Worldwide ERC® Foundation is organized exclusively for charitable purposes, including without limitation for such purposes, the making of distributions to organizations that qualify as tax exempt organizations within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law) and, without limitation, for such purposes, distributions to individuals and entities whose mission and/or purposes are consistent with the mission and/or purposes of Worldwide ERC® Foundation, as well as any lawful purpose, as permitted under District of Columbia and/or federal law. Worldwide ERC® Foundation’s mission will be as separately established by the Trustees, as defined in Section 3.01 below, and will be consistent with the purposes set forth in these Bylaws.
ARTICLE III -- BOARD OF TRUSTEES
3.01 NUMBER: Worldwide ERC® Foundation shall be governed by a Board of Trustees (hereinafter “Board of Trustees” or “Board”). The Board shall have at least nine (9) and not more than fifteen (15) members, inclusive of Ex-Officio members (collectively “Trustees”).
3.02 ELECTED TRUSTEES, EX-OFFICIO TRUSTEES AND TERM: The Board of Trustees shall consist of Trustees in the following categories:
i) Elected Trustees who shall have full voting privileges. Elected Trustees shall be nominated and elected from the general membership of Worldwide ERC®, Inc. There shall be a minimum of seven (7) Elected Trustees on the Board of Trustees.
ii) Ex-officio Trustees who shall not have voting privileges. The Ex-officio Trustees shall be
The Elected Trustees shall be elected by a majority of voting Trustees at a meeting at which a quorum is present and from the slate of candidates nominated by the Nominating Committee. The election shall be held at a meeting of the Board, and the newly elected Trustees shall take office effective January first of the next year. The term for each Elected Trustee shall be three (3) years, which term may not be extended except as set forth in Section 5.01 of these Bylaws. Elected Trustees may not serve more than one (1) three (3) year term, except as set forth in Section 5.01 and Section 5.02 of these Bylaws. The term of each Ex-officio Trustee shall be for the duration of such Ex-officio Trustee’s status as the Chairman of the Board of Worldwide ERC®, Inc. or Chief Executive Officer of Worldwide ERC®, Inc., as the case may be.
3.03 RESPONSIBILITIES AND LIABILITY: All Trustees shall be trustees of the Worldwide ERC® Foundation and its assets, both real and personal, and shall fulfill functions and duties required of them by all applicable laws. Each Trustee shall be entitled to the maximum indemnification benefits and protections as permitted under federal law and the District of Columbia Non-Profit Corporation Act if such Trustee was acting in good faith and reasonably believed that he or she was acting in Worldwide ERC® Foundation’s best interests, provided that such Trustee shall not be entitled to indemnification benefits and protections in connection with actions taken by Worldwide ERC® Foundation against such Trustee and for which such Trustee has been found culpable.
3.04 RESIGNATION OR REMOVAL: Any Trustee may resign at any time by giving prior written notice of such resignation to the Chairman of the Board, or in the case of resignation by the Chairman of the Board, as it is defined in Section 5.05 below. Such resignation shall be effective as of the date specified in the notice and if no date is specified, the resignation shall be effective upon the Chairman of the Board’s receipt of the written notice. Any Elected Trustee may be removed by a vote of at least two-thirds (2/3) of all the Elected Trustees. Vacancies on the Board, if filled, require a vote of a majority of the remaining Elected Trustees at a meeting at which a quorum is present. The Elected Trustee who fills a vacant Trustee position shall serve the remainder of the unexpired term of the predecessor Trustee.
3.05 REGULAR MEETINGS: The Board shall conduct Regular Meetings of the Board at least annually in locations specified by the Chairman of the Board or Chief Executive Officer and in such manner as is permitted by District of Columbia law. The Chairman of the Board or Chief Executive Officer shall provide written notice of the date, time and manner of all Regular Meetings to all Trustees at least thirty (30) days before any such Regular Meeting. The location of any Regular Meeting may be within or outside the District of Columbia metropolitan area.
3.06 SPECIAL MEETINGS: Special Meetings of the Board may be called by the Chairman of the Board, Chief Executive Officer and/or a majority of all Elected Trustees. Written notice, or oral notice in the event of an emergency, of the Special Meeting, which shall include the date, time, manner and purpose of such Special Meeting, shall be provided to each Trustee at least three (3) business days before a Special Meeting of the Board.
3.07 WAIVER OF NOTICE: A Trustee’s attendance at any meeting of the Board shall constitute a waiver of notice of such meeting except where such Trustee attends the meeting for the purpose of objecting at the beginning of the meeting to the transaction of any business at such meeting because the meeting is not lawfully called or convened. Whenever notice of a meeting is required to be given under federal or District of Columbia law, the Articles of Incorporation of the Worldwide ERC® Foundation, or these Bylaws, a waiver of such notice, in any manner permitted under District of Columbia law and in a communication allowable under District of Columbia law, signed by the person or persons entitled to notice whether before or after the date of the meeting, shall be deemed to be an enforceable waiver of notice of such meeting and shall be deemed to be the equivalent of providing the requisite notice.
3.08 QUORUM: All meetings of the Board shall have a majority of Elected Trustees necessary to constitute a quorum. The act of the majority of Elected Trustees present at any meeting in which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by federal or District of Columbia law or by these Bylaws.
3.09 COMPENSATION: Elected Trustees shall not receive any salaries for their services as an Elected Trustee, provided that an Elected Trustee may provide services to Worldwide ERC® Foundation as a consultant or independent contractor of Worldwide ERC® Foundation and may receive compensation from Worldwide ERC® Foundation in connection thereto so long as the Board is aware of such consulting or independent contractor services and the Board determines and agrees that such services do not constitute a conflict of interest.
3.10 ACTION BY CONSENT: Any action required by federal or District of Columbia law, the Articles of Incorporation of Worldwide ERC® Foundation or these Bylaws, or any action which otherwise may be taken at a meeting of the Board, may be taken without a meeting of the Trustees by the unanimous written consent of all Elected Trustees in any manner permitted by District of Columbia law, which unanimous written consent shall set forth the action so taken.
ARTICLE IV -- MEMBERSHIP
4.01 Worldwide ERC® Foundation shall have no members.
ARTICLE V -- WORLDWIDE ERC® FOUNDATION OFFICERS
5.01 NUMBER, APPOINTMENT, AND TERM: There shall be four (4) Officer positions. The Officers of Worldwide ERC® Foundation shall be the: (a) Chairman of the Board, (b) Chairman-Elect, (c) Vice Chairman, and (d) Chief Executive Officer.
With the exception of the Chief Executive Officer, all Officers shall be selected from among the Elected Trustees. Officers shall be elected by a majority of voting Trustees at a meeting at which a quorum is present in accordance with these Bylaws and rules and procedures adopted by the Trustees from time to time. If there are more than two (2) candidates for an Officer position and the election results demonstrate that no candidate has received a majority of the votes of the Trustees, then the Trustees shall conduct an additional round, or rounds if necessary, of voting to elect the Officer from the candidates with the two (2) highest numbers of votes. With the exception of the Chief Executive Officer, the term for each Officer shall be one (1) year. The term of the Chief Executive Officer shall be perpetual for as long as that Chief Executive Officer is the Chief Executive Officer.
With the exception of the Chief Executive Officer, the term of each Trustee as set forth in Section 3.02 of these Bylaws who also is an Officer and whose term as an Officer as set forth in this Section 5.01 expires after the expiration of that Trustee’s term, shall be extended to coincide with the expiration of the term of that Trustee’s Officer position and, if applicable, shall be further extended for a Trustee holding a Chairman-Elect position who immediately succeeds to the Chairman of the Board position. A Trustee may not hold the same Officer position for more than one (1) term.
5.02 CHAIRMAN: The Chairman of the Board shall chair all meetings of the Board of Trustees, and in conjunction with the Chief Executive Officer, shall supervise the affairs of Worldwide ERC® Foundation. The Chairman of the Board will perform all duties incident to such Office and such other duties as may be provided in these Bylaws and/or as may be prescribed from time to time by the Board of Trustees, including without limitation (a) guide Worldwide ERC® Foundation activities, (b) chair the Executive Committee, (c) create task forces as needed, (d) have contract signature authority for all Worldwide ERC® Foundation events, (e) coordinate with the Chief Executive Officer to assign Trustees to subcommittees, (f) coordinate all Worldwide ERC® Foundation communications with Worldwide ERC® Foundation committees and Worldwide ERC®, Inc., (g) chair the Nominating Committee, and (h) represent Worldwide ERC® Foundation on the Worldwide ERC®, Inc. board of directors. If the Chairman of the Board cannot serve the Office of Chairman of the Board for a period of not more than three (3) months, the Chairman-Elect shall succeed to the Office of Chairman of the Board for the time during which the Chairman of the Board is absent. If the Chairman of the Board resigns or otherwise cannot serve the Office of Chairman of the Board for a period of more than three (3) months, the Chairman-Elect shall: (a) succeed to the Office of Chairman of the Board, and (b) immediately notify the Nominating Committee. The Nominating Committee shall fill the Chairman-Elect position in accordance with Section 6.04 of these Bylaws. Effective upon the expiration of the Chairman of the Board’s term, the Chairman of the Board shall succeed to the position of the Immediate Past Chairman of the Board, without regard to the Trustees term limits set forth in Section 3.02 of the Bylaws.
5.03 CHAIRMAN-ELECT: In the absence of the Chairman of the Board or in the event of the Chairman of the Board’s inability or refusal to act, the Chairman-Elect shall perform the duties of the Chairman of the Board and when so acting shall have all the powers of the Chairman of the Board and shall be subject to the same rules and restrictions. The Chairman-Elect shall perform such other duties as from time to time may be assigned by the Chairman of the Board, including without limitation (a) chair the Selection Committee for the Cris Collie Leadership Award, (b) provide oversight on tasks assigned by the Chairman of the Board, and (c) work with the staff and contractors/consultants in all material aspects regarding the Autumn Gala event. The Chairman-Elect shall assume the Office of the Chairman of the Board immediately at the conclusion of the Chairman of the Board’s term and the term for such Trustee shall be extended accordingly. The term of Chairman-Elect may not commence later than the first (1st) year after the expiration of his or her three (3) year term as a Trustee, and, in such event, the term of such Trustee shall be extended accordingly.
5.04 VICE CHAIRMAN: The Vice Chairman shall perform all duties incident to such Office and such other duties as may be provided by the Articles of Incorporation, by these Bylaws and/or as may be prescribed from time to time by the Board of Trustees. The term of Vice Chairman may not commence later than the first (1st) year after the expiration of his or her three (3) year term as a Trustee, and, in such event, the term of such Trustee shall be extended accordingly. The Vice Chairman shall (a) oversee the financial and administrative management of the Worldwide ERC® Foundation, (b) have oversight of the Worldwide ERC® Foundation Senior Vice President regarding the Worldwide ERC® Foundation budget, (c) set and track all budgets for each Worldwide ERC® Foundation event in coordination with the respective event leaders, (d) be responsible for all Worldwide ERC® Foundation scholarship programs, (e) create and manage the budget, and have oversight responsibility, for Worldwide ERC® Foundation events, and (f) oversee the vetting of, and make recommendations to the Board of Trustees for its consideration about contributing to, charitable organizations, as well as overseeing the implementation of fundraising activities to support Board of Trustee’s approved causes.
5.05 CHIEF EXECUTIVE OFFICER: The Chief Executive Officer of Worldwide ERC®, Inc. shall be the Chief Executive Officer of Worldwide ERC® Foundation. The Chief Executive Officer of Worldwide ERC® Foundation shall have all of the powers normally associated with this Office, and all agreements or arrangements agreed to between Worldwide ERC®, Inc. and Worldwide ERC® Foundation, if any. The Chief Executive Officer shall be a member, ex-officio, of the Board of Trustees.
5.06 RESIGNATION OF ANY OFFICERS: Any Officer may resign by first providing written notice regarding such resignation including the effective date of resignation to the Chairman of the Board and/or Chief Executive Officer. The Chairman of the Board shall provide such written notice of his or her resignation to the Chairman-Elect and Chief Executive Officer.
5.07 REMOVAL OF OFFICERS: Any Officer elected to office may be removed by a vote of at least two-thirds (2/3) of all the Elected Trustees whenever in their judgment the best interest of Worldwide ERC® Foundation will be served.
5.08 VACANCIES: With the exception of the Chairman of the Board, all vacancies of Officer positions shall be filled after the Chairman of the Nominating Committee has presented to the Board of Trustees a slate of nominee(s) of Trustees for such Officer position(s) to replace the vacant Officer position(s). The Trustee filling the vacant Officer position shall serve through the end of that vacated term. In the event there is less than six (6) months remaining for the vacated term, then that Trustee, if nominated and duly elected and in accordance with Section 5.01, shall be permitted to hold the same office for an additional term. In the event there is more than six (6) months remaining for the vacated term, then the Trustee shall not be eligible for an additional term other than to be elected to Chairman of the Board pursuant to Section 5.01.
5.09 COMPENSATION OF OFFICERS: With the exception of the Chief Executive Officer, Officers shall serve without compensation. Compensation of the Chief Executive Officer shall be by agreement between Worldwide ERC® Foundation and the Chief Executive Officer and consistent with any agreements between Worldwide ERC® Foundation and Worldwide ERC®, Inc.
ARTICLE VI -- COMMITTEES
6.01 STANDING COMMITTEES: There shall be the following standing committees: (a) the Executive Committee and (b) the Nominating Committee
6.02 EXECUTIVE COMMITTEE: The Executive Committee shall be comprised of the Officers. The Executive Committee shall meet from time to time and shall oversee the operations of Worldwide ERC® Foundation.
6.03 NOMINATING COMMITTEE: The Nominating Committee conducts its work confidentially and shall consist of the following members:
a) Chairman of the Board of Worldwide ERC® Foundation who shall serve as Chairman of the Nominating Committee, b) Chairman of the Board of Worldwide ERC® who shall not have the right to vote, C) Chief Executive Officer of Worldwide ERC® Foundation who shall not have the right to vote, and d) Two (2) current Trustees to be selected by the Executive Committee.
Upon completion of the Nominating Committee’s work, the Chairman of the Nominating Committee shall present to the Board of Trustees a slate of nominees for the Board of Trustees’ consideration and vote. The Chairman of the Nominating Committee shall present to the Board of Trustees, if applicable, a slate of Officer nominees to fill vacant Officer positions pursuant to Section 5.07.
ARTICLE VII -- FISCAL YEAR
7.01 FISCAL YEAR: The Fiscal Year of Worldwide ERC® Foundation shall commence on April 1 of each year and end on March 31 of the following year.
ARTICLE VIII -- MISCELLANEOUS
8.01 PROHIBITION AGAINST SHARING IN EARNINGS: No Trustee, Officer or employee of, or member of a committee of, or person connected with Worldwide ERC® Foundation, shall receive any of the net earnings or profit of Worldwide ERC® Foundation.
8.02 DISTRIBUTION OF ASSETS ON DISSOLUTION: Upon dissolution of Worldwide ERC® Foundation, all remaining assets of Worldwide ERC® Foundation will be distributed only to organizations then exempt from federal taxation under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law) and whose mission is consistent with the mission of Worldwide ERC® Foundation.ARTICLE IX -- AMENDMENTS
9.01 The Trustees shall have the power to make, alter, amend and repeal Worldwide ERC® Foundation’s Articles of Incorporation and these Bylaws upon the affirmative vote of two-thirds (2/3) of the Trustees. Written notice of any meeting to consider amending Worldwide ERC® Foundation’s Articles of Incorporation and/or Bylaws shall be delivered to each Trustee by mail or made available electronically or any other means permitted by law, no less than ten (10) calendar days before such meeting and such notice shall describe the purpose of the meeting and a description of the proposed amendments.