ARTICLE I -- OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the Association shall be located in the Washington, D.C. metropolitan area at such place as shall be determined by the Board of Directors (“Board”) from time to time.
SECTION 2. OTHER OFFICES
The Association shall continuously maintain a registered office within the Commonwealth of Virginia at such place as shall be determined by the Board. The Association may also have offices at such other places as the Board may from time to time determine.
ARTICLE II – PURPOSES
The purposes for which the Association is organized are: To foster the betterment of Total Reward disciplines and provide career development opportunities for members within these disciplines.
ARTICLE III – MEMBERSHIP
SECTION 1. CLASSES OF MEMBERSHIP
The Association shall have individual and group/corporate members. The Board of Directors shall have the authority to designate and establish classes of members of the Association, the eligibility requirements, and membership privileges of each such class.
SECTION 2. QUALIFICATION AND NUMBER
Applications for membership shall be made in such form and shall contain or be accompanied by such information regarding the applicant as the Board may, from time to time prescribe. All members are subject to approval by the Board. The number of members shall be unlimited.
SECTION 3. DUES
The Board of Directors may establish the dues to be paid by members and the time periods and procedures for payment and collection of dues. Dues shall be based on a rolling, annual membership, or such other basis as determined by the Board. Dues shall be collected on the anniversary date of the Member’s enrollment as a Member of the Association.
SECTION 4. PROCEDURES
The Board may specify procedures governing applications for membership and action thereon, and for termination of membership for nonpayment of dues or other good cause. The Board shall have sole and exclusive authority to determine the qualifications and eligibility of all applicants for membership and to approve or disapprove any applicant or group.
SECTION 5. RESIGNATION/TERMINATION OF MEMBERSHIP
Failure to submit membership dues within thirty (30) days of notice of renewals being due shall constitute an automatic resignation of membership. Any Member may be expelled from the Association by a vote of not less than a majority of the Board, at a meeting at which a quorum is present, for good cause, provided such member was given not less than thirty (30) days written notice and after an opportunity to be heard at a meeting of the Board, at which a quorum is present. Upon voting to expel any Member from the Association, the Board shall promptly give written notice to the expelled Member setting forth the date on which the expelled member’s membership shall terminate and the reasons for such termination.
SECTION 6. MEETINGS OF MEMBERS
The annual meeting of the Association shall occur toward calendar year end (the “Annual Meeting”), unless the Board sets the date of the Annual Meeting at another time, for the purpose of confirming Board Members of the Association and for the transaction of such other business as may be properly brought before the meeting. A special meeting of the members may be called at any time by the President or Board. Only the business within the purpose or purposes described in the notice of the meeting may be conducted at a special meeting of the members.
SECTION 7. NOTICE OF MEETINGS
Professional Development Programs and Events should get all applicable materials, information, and notices to Marketing and Communications at least 45-days prior to the program, event, or meeting. Marketing and Communications will send out meeting notices at least 30-days prior to the program, event, or meeting, and follow-up reminders prior to the program, event, or meeting.
SECTION 8. LOCATION OF MEETINGS
All meetings of the members shall be held at such place and in such manner as shall be designated from time to time by the Board, to include virtual meetings.
SECTION 9. VOTING REQUIREMENTS; QUORUM
Each member shall have one vote, which may be cast in person or by proxy. A proxy shall be in writing signed by the member or a duly authorized attorney-in-fact and filed with the Board prior to the commencement of the meeting. The presence of 10% of the members entitled to vote shall constitute a quorum for the transaction of business. The affirmative vote, either in person or by proxy, of a majority of those present at a meeting at which a quorum exists shall be sufficient to take or authorize any action of the Association, unless otherwise required by law.
SECTION 10. FIXING RECORD DATE
For the purpose of determining the members entitled to notice of or to vote at any meeting of the members or in order to make a determination of members for any other purpose, the Board may fix, in advance, a date as the record date for the determination of members. The record date shall be not more than 60-days before the meeting or action requiring a determination of members. If no record date is fixed, members on the date of the meeting who are otherwise eligible to vote shall be entitled to vote at the meeting.
SECTION 11. NON-TRANSFERABILITY OF MEMBERSHIP
Membership to the Association shall not be assignable or transferable.
ARTICLE IV – THE BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS
The corporate powers and the business affairs of the Association shall be managed by the Board of Directors in accordance with the provisions of applicable law, the Articles of Association and these bylaws.
SECTION 2. NUMBER, QUALIFICATION
The Board of Directors of the Association (“The Board”) shall consist of not less than five (5) nor more than fifteen (15) elected Board Members. The Board, at any annual meeting, may by resolution fix the number of Board Members to be elected at the meeting; but in the absence of such resolution, the number of Board Members elected at the meeting plus the number of Board Members continuing in office shall constitute the number of Board of Directors of the Association until the next annual meeting unless the number is changed by action of the Board. Board Members need not be residents of the State of Virginia, but all must be current members in good standing of the Association. A Board Member will serve as the Officer or Member of one of the dedicated committees, as determined by the Board.
SECTION 3. TERM
Each Board Member shall hold Officer status for no more than three (3) consecutive years and may serve up to six (6) years as a Board Member in total. In the event of the death, resignation, retirement, removal, or disqualification of a Board Member during the elected term of office, the Board Member’s successor shall be elected to serve until the expiration of the term of the predecessor, unless otherwise approved by the Board.
SECTION 4. DUTIES AND EXPECTATIONS OF BOARD MEMBERS
Board Members are expected to attend to their Board and Committee duties on an ongoing basis. This includes attending all Board and Committee meetings and completing associated tasks. Board Members are also expected to attend regularly scheduled webinars, programs, and events. Officers of each Committee will function as leads of their respective committees and are expected to attend and participate in Board of Directors Officer meetings.
SECTION 5. ELECTION OF BOARD MEMBERS
At least thirty (30) days prior to the election, the President may reach out to the general WATRA membership and the community at large to solicit interest in new Board Member opportunities. All candidates will be vetted by the Board. New Board Members will be confirmed by a simple majority of the voting membership, if possible. If a full membership vote is not possible, the Board will vote. The Board shall be elected at any annual or special meetings of the members of the Association by a vote of a majority of the members present and voting; provided that the notice of the purpose to elect one or more Board Members has been duly given. The election of Board Members shall be a part of the order of business of each annual meeting of the Members.
SECTION 6. REMOVAL
Any one or more of the Board Members may be removed from office by a majority vote of the Board of Directors Officers.
SECTION 7. RESIGNATION
A Board Member may resign at any time by communicating such resignation to the Board of Directors Officers, Board President, or their presiding Officer. The resignation is effective when communicated unless the notice specifies a later effective date or subsequent event upon which it will become effective.
SECTION 8. COMPENSATION
Serving on the Board is a voluntary position, though elected. Therefore, the Board shall not be entitled to receive any compensation for serving in such capacity, but such persons may, in the discretion of the Board, be reimbursed for reasonable out-of-pocket expenses, if any, incurred as a result of an official duty assigned by the Board. Such reimbursement shall be subject to a limit placed by the Board.
ARTICLE V – BOARD OFFICERS
SECTION 1. ELECTION
The Board of Directors Officers of the Association shall be appointed by the President. Board Officers are expected to attend all Board Meetings unless extenuating circumstances make the Officer unable to attend and the absence of the Officer has been excused by the President or President-Elect. Absence of two or more meetings may impact the continuation of that Officer’s term on the Board.
SECTION 2. DUTIES OF OFFICERS
The President shall be the chief executive officer of the Association and subject to the control of the Board, shall supervise and control the management of the Association in accordance with these bylaws. The President shall preside at all meetings of the Board, shall ensure the Board Members fulfill all their responsibilities to the Association, and shall direct the Officers. The President shall sign, with any other proper officer, instruments which may be lawfully executed on behalf of the Association, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution shall be delegated by the Board to some other Officer or agent. In general, the President shall perform all duties incident to the office of President and such other duties as may be assigned by the Board from time to time. The President is expected to serve a term of two (2) to three (3) years.
President-Elect functions as advisor to the President and will succeed the President once the term limit is complete. The President-Elect is expected to serve a term of one (1) year. The President-Elect may concurrently serve as an Officer or lead of a committee.
Officers are responsible for leading their respective committee in its function as described with these bylaws. Officers are expected to actively contribute to the success and outreach of the Association. This includes attending and participating in Officer/Board Meetings; forwarding/sharing Association social media posts/emails; utilizing existing networks to promote the Association, find speakers, sponsors, members; etc.
ARTICLE VI – MEETINGS OF BOARD
SECTION 1. REGULAR MEETINGS OF THE BOARD
The Board shall hold regular meetings each year at such times and places as may be fixed from time to time by the Board. Notice of all regular meetings shall be given via email communication by the President/President Elect at least two (2) weeks prior to the meeting date. Unless otherwise indicated in the notice, any and all business may be transacted at a meeting of the Board and there should be an expectation that major decisions may be determined and finalized.
SECTION 2. SPECIAL MEETINGS OF THE BOARD
Special meetings of the Board may be called by or at the written request of the President or any Lead request delivered to the President. Such notice shall describe the purpose for which the meeting is called.
SECTION 3. OFFICER BOARD MEETINGS
The Officers of the Board shall have regular meetings for the purpose of reviewing the business and operations of Association. The Officer Board meetings shall be at such dates and times as determined by the President, but no less than quarterly. The Officer Board shall keep minutes of its proceedings and shall report to the Board on action taken. Minutes of meetings of the Officer Board shall be prepared and kept with the records of the Association.
SECTION 4. QUORUM
A majority of the Board Members in office immediately before a meeting begins shall constitute a quorum for the transaction of business at a meeting of the Board.
SECTION 5. WAIVER OF NOTICE AND FAILURE TO OBJECT
Any notice otherwise provided for in this Article may be waived by the Board Member either prior to a meeting or after a meeting is held. Attendance of a Board Member at a meeting shall constitute a waiver of notice of the meeting, except, as otherwise provided in these By-Laws. A Board Member who is present at a meeting of the Board at which action on any corporate matter is taken shall be deemed to have assented to the action taken unless such Board Member votes against, or abstains from, the action taken.
SECTION 6. VOTING, ACTION OF THE BOARD
Each Board Member shall have one (1) vote. Except as otherwise specified in these By-Laws, an affirmative vote of a majority of the Board Members present at a meeting at which there is a quorum shall be the act of the Board. An affirmative vote of two-thirds (2/3) of the Board Members present at a meeting at which a quorum is present shall be required to adopt, amend, or repeal the Articles of Association or to adopt a resolution dissolving the Association.
SECTION 7. ACTION WITHOUT MEETING
Any action required or permitted by law to be taken at a meeting of the Board may be taken without a meeting if each Board Member signs a consent describing the action to be taken and delivers it to the Association and filed with the minutes of the proceedings of the Board. The Action is effective when the last Board Member signs the consent unless the consent specifies a different effective date, in which event the Action taken is effective as of the date specified therein provided the consent states the date of execution by each Board Member. A written consent and signing thereof may be accomplished by one or more electronic transmissions.
SECTION 8. MEETING BY COMMUNICATIONS DEVICE
Any one or more Board Members may participate in a meeting of the Board by means of a telephone or video conference or similar communications device which allows all Board Members participating in the meeting to simultaneously hear each other during the meeting, and such participation in a meeting shall be deemed presence in person at such meeting.
ARTICLE VII – COMMITTEES
SECTION 1. STANDING COMMITTEES
The Association shall have four (4) standing committees that shall be overseen by the Board President and Officers. The Standing Committees include the following: Marketing & Communications, Community & Membership, Professional Development Programs & Events, and Finance & Operations.
FINANCE & OPERATIONS COMMITTEE
The Finance and Operations Committee is responsible for the budget and providing monthly financial status reports; overseeing contracts and Board recordkeeping/minutes; ensuring the Association’s financial records are kept in order; filing all appropriate tax forms with local, state, and Federal authorities, as required; and submitting periodic reports to the Board on the Association ’s operations. As a result, the Officer will function as the Treasurer. The Finance and Operations Committee shall be responsible for preparation and filing of amendments to the Bylaws as authorized by the Board.
COMMUNITY & MEMBERSHIP COMMITTEE
The Community & Membership Committee is responsible for recruiting new members, resolving membership issues, and assisting members’ network; identifying and obtaining sponsors; ensuring that sponsor organizations receive appropriate benefits and recognition; developing partnerships with like organizations.
MARKETING & COMMUNICATIONS COMMITTEE
The Marketing & Communications Committee is responsible for marketing the Association and advertising programs and events through website, social media, public relations, general email communications, and other forms of media and for overseeing the operation of the Association’s website.
PROFESSIONAL DEVELOPMENT PROGRAMS & EVENTS COMMITTEE
The Professional Development Programs & Events Committee is responsible for providing tactical training generally through webinars on fundamental topics in total rewards, which include WorldatWork courses, and such other courses and topics as determined by the Committee, from time to time. The Committee is also responsible for providing annual programs and events relevant to total rewards; identifying new or current topics and trends affecting total rewards professionals; and suggesting knowledgeable, accomplished speakers to present the programs on-line and/or in a single, central location.
SECTION 2. SPECIAL OR ADDITIONAL COMMITTEES
The Board may establish any special committees and additional committees as needed from time to time, and the President of the Board shall appoint the lead of all such committees. The Board shall be responsible for defining the objectives of any committee and determining from time to time if those objectives are being met. Unless otherwise specified, special committees and additional committees shall exist at the pleasure of the Board, and committee leads of such committees shall serve at the pleasure of the President of the Board. The term of the committee lead of any such committee shall automatically end with the term of the appointing President of the Board.
SECTION 3. LIMITATION OF AUTHORITY
No committee shall take or make public any formal action, resolution, or in any way commit the Association to a question of policy without first receiving approval of the Board. Special and additional committees shall be discharged by the President when the President determines that their work has been completed or their reports accepted, or when, in the opinion of the President, it is deemed appropriate to discontinue the committee.
ARTICLE VIII -INDEMNIFICATION
SECTION 1. GENERAL POLICY
It shall be the policy of the Association to indemnify to the maximum extent permitted by the Virginia Nonprofit Corporation Act, any one or more of the Board Members, Officers, vendors, or agents and former Board Members, Officers, vendors, or agents of the Association (and their respective heirs, executors and administrators), against judgments, penalties, settlements and other liabilities incurred by them in connection with or resulting from any pending, threatened or completed action, suit or proceeding, whether civil, criminal, investigative or administrative to which they are or may be made a party by reason of their being or having been a Board Member, Officer, employee or agent of the Association (a “proceeding”) and against reasonable costs and expenses (including attorneys’ fees) in connection with any proceeding, where such liabilities and litigation expenses were incurred incident to the good faith performance of their duties, except in relation to matters as to which they shall have been finally adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of their duties. Such right of indemnification shall not be deemed exclusive of any rights to which they may be entitled under these By-Laws, any agreement, vote of Members, or otherwise.
The Association shall also pay for or reimburse the reasonable expenses incurred by such Board Member, Officer, employee, or other representative of the Association in advance of the final disposition of the proceeding.
In order to be eligible to receive an advance or reimbursement of expenses pursuant to this Article, the applicable Board Members, Officers, employees, or representative must furnish the Association with a written commitment, in form reasonably acceptable to the President and the Association ’s legal counsel, to repay the Association for any advance or reimbursement of expenses incurred if it is ultimately determined that the standard of conduct described in Virginia Nonprofit Corporation Act was not met. In the event there has been a change in the composition of a majority of the Board after the date of the Board’ authorization to indemnify and reimburse or pay in advance costs incurred in connection with an alleged act or omission with respect to which indemnification is claimed pursuant to above, the revised Board shall remain bound by the previous Board’s determination.
No amendment, modification or repeal of this Section shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue, or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification, or repeal.
SECTION 2. USE OF CORPORATE FUNDS
The Association may advance expenses in connection with any proceeding to any such person in accordance with applicable law. The use of funds of the Association for indemnification or for purchase and maintenance of insurance for the benefit of the persons designated in Section I of this Article shall be deemed a proper expense of the Association.
ARTICLE IX -- GENERAL PROVISIONS
SECTION 1. SEAL
The seal of the Association shall bear the name of the Association and the letters "VA."
SECTION 2. MAIL VOTING
Voting on any matter, including the election of Board Members or Officers, may be conducted by e-mail, mail, facsimile, or other electronic method authorized by the Board and consistent with the laws of the Commonwealth of Virginia.
SECTION 3. WAIVER OF NOTICE
A Board Member or other person entitled to receive a notice required to be given under the provisions of these bylaws, the Articles of Association or by applicable law, may waive such notice by signing a written waiver, whether before or after the date and time stated in the notice. The waiver shall be filed with the minutes or corporate records. A Board Member’s attendance at or participation in a meeting waives any required notice to that Board Member of the meeting unless the Board Member at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
SECTION 4. FISCAL YEAR
The fiscal year of the Association shall be January 1 – December 31.
SECTION 5. FEES AND DUES
The Board shall have the power to prescribe dues and fees for membership in the Association as the Board may from time to time deem appropriate for the operation of the Association.
SECTION 6. LOANS
No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
SECTION 7. CONFLICT OF INTEREST
A Board Member shall inform the Board of any direct or indirect conflict of interest which the Board Member has with regard to any transaction contemplated by the Board (a “Conflict of Interest”). A Conflict of Interest is a transaction with the Association in which a Board Member has an interest that precludes the Board Member from being a disinterested Board Member. Pursuant to the provisions of Section 13.1-871 of the Virginia Nonstock Corporation Act, the Board Member with a Conflict of Interest may participate in the discussion but should not vote on the transaction. The transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the disinterested Board Members on the Board. If a majority of the disinterested Board Members vote to authorize, approve, or ratify the transaction, a quorum is deemed to be present for purposes of that vote. The presence or vote of a Board Member who is not a disinterested Board Member does not affect the validity of any action if it is approved as provided in Section 13.1-871.
* * * * *