Bylaws
Accepted as of 2019-11-06
Article 1. Name, Location and Historical Record.
1.1 Name.
The name of the corporation is World IA Day, Inc.
1.2 Location.
World IA Day, Inc. (World IA Day) is a US tax-exempt nonprofit public charity (501(c)(3)) incorporated in the State of Florida. The principal office of the World IA Day is located in Tampa, Florida, USA. World IA Day may have such other offices and chapters as the Board of Directors may determine or as the affairs of World IA Day may require.
1.3 Historical Record.
World IA Day was first established in 2012 as a one-day annual event held in dozens of locations across the world and hosted by the Information Architecture Institute (IA Institute). In September 2019, the Board of Directors of the IA Institute voted unanimously to dissolve the organization as a 501(c)(6) professional board of trade. With no fiscal host, World IA Day needed a way to continue to exist. A founding board for World IA Day, Inc. was established for the sole purpose of forming a nonprofit organization and to provide fiscal support for the 2020 event to continue. ****\
Article 2. Purposes and Goals
2.1 Purposes.
2.1.1 To receive and administer funds and to operate exclusively for purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or comparable provisions of subsequent legislation (the “Code”), and in particular to empower individuals and local communities to shape the global practice of information architecture.
2.1.2 To acquire, own, dispose of, and deal with real and personal property and interests therein and to apply gifts, grants, scholarships, bequests and devises and their proceeds thereof in furtherance of the purposes of the corporation.
2.1.3 To do all such things and to perform all such acts to accomplish its purposes as the Board of Directors may determine to be appropriate and as are not forbidden by section 501(c)(3) of the Code, with all the power conferred on nonprofit corporations under the laws of the State of Florida.\
2.2. Goals.
The goals of World IA Day include:
2.2.1 To build communities of practice within a global network by fostering participation from those who may benefit from a better understanding of information architecture, so they may bring knowledge of the practice to their local communities.
2.2.2 To grow awareness of the discipline; sharing our thoughts, ideas, and working within a framework of openness and organizational transparency while promoting social responsibility among practitioners.
2.2.3 To seek opportunities to learn from those outside of the field and build bridges to related disciplines and organizations through research, education, advocacy, and community service.
2.2.4 To preserve content created by communities of practice, making it freely available to the public in as many languages as possible.
2.2.5 To provide such services to the community as are approved by the Board of Directors while inviting conversation around the work we are doing.
Article 3. Restrictions and Non-Discrimination
3.1 Nonprofit Operation.
The corporation shall be operated exclusively for purposes within the meaning of section 501(c)(3) of the Code as a nonprofit corporation. No Director of the corporation shall have any title to or interest in the corporate property or earnings in the Director’s individual or private capacity, and no part of the net earnings of the corporation shall inure to the benefit of any Director, Officer, or any individual.\
3.2 Nondiscrimination.
The Event Organizers, Directors, Officers, Committee Members and Employees of World IA Day shall be selected in a nondiscriminatory basis with respect to race, color, national origin, sex, religion, age, disability, political beliefs, sexual orientation, and marital or family status.\
3.3 Elections and Appointments.
Shortly after World IA Day, Inc. is designated as a public charity, section 501(c)(3) of the Code, the founding Board will act in accordance with section 3.2 working in a collaborative and transparent manner to establish policies and procedures for all future Board of Director elections and appointments. Policies and procedures established for Board elections and appointments will be distributed through this guide.
3.4 Rights reserved.
World IA Day reserves the right, in its sole discretion to:
(a) cancel, terminate, modify, extend or suspend the participation of any community member should the member be found in violation of community standards, be affiliated with fraud or other cause to corrupt or affect the administration, security, or for any other reason World IA Day deems necessary; or
**(**b) disqualify any community member it finds to be tampering with the entry process or operation of World IA Day; or
(c) refuse event participation or entry to any person for any reason World IA Day deems necessary and upholding World IA Day policies and procedures as defined in the Organizer Guidebook.
3.5 Dissolution.
Upon dissolution of the corporation or the winding up of its affairs, the assets of World IA Day shall be distributed exclusively to organizations which would then qualify under the provisions of Section 501(c) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.\
Article 4. Finances
4.1 Approved Depository.
The Treasurer shall deposit all funds of World IA Day in a federally insured financial institution designated by the Board of Directors.
4.2 Fiscal Year.
The fiscal year of World IA Day shall extend from July 1st to June 30th.
4.3 Budget.
At the end of each fiscal year, the Board shall prepare or cause to be prepared a budget of estimated income and expenditures for the following year, which, having been agreed to by the Board, shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the Board. \
4.4 Bill Payments.
All bills shall be paid by check or online payment by the Treasurer or another authorized officer. Bills over $1,500 USD must first have specific authorization by the Board. Written requests for expenditures of $1,500 USD or more, if not specified in the approved budget, must be approved by the Board and made public.
4.5 Account Reviews.
Audit procedures by a certified public accountant or other qualified person shall be made at the Board’s discretion as needed. This review is to be determined upon presentation of the year-end financial statement. An annual financial statement of World IA Day shall be provided publicly.
Article 5. Rules and Records
5.1 Rules and Guidelines.
The Board of Directors may establish rules and guidelines that are consistent with these Bylaws for the policies, procedures, and programs of World IA Day.
5.2 Books and Records.
World IA Day will maintain correct and complete books and records of account of the activities and transactions including: a copy of World IA Day’s application for tax-exempt status, copies of the IRS information return, and a copy of its Articles of Incorporation, Bylaws, and all amendments thereto. All books and records of World IA Day may be inspected by any Director or his or her agent or attorney for any proper purpose at any reasonable time.
Article 6. Board of Directors
The responsibility of the founding board is to set up the organization as a nonprofit entity, establishing a set of guidelines and community standards, and lay the foundation for an operational framework that enables flexibility for the organization to grow while implementing a level of governance to promote responsible business decisions and fiscal transparency.
6.1 Composition of the Board.
The founding Board of Directors for World IA Day, Inc. consists of three (3) Officers: President, Director of Development (Treasurer) and Director of Operations (Secretary). Subsequent boards will be selected by a process established by the World IA Day community.
6.1.1 President (Officer).
It shall be the duty of the President to preside at meetings of the World IA Day and the Board and to perform other duties as ordinarily pertains to the office of President and as contained in the current World IA Day Board of Directors Guide.
6.1.2 Treasurer (Officer).
It shall be the duty of the Director of Development to serve as a Board Director and as the Board representative on the Governance Committee and Finance Committee, also performing such other duties as required by the President.
6.1.3 Director of Operations (Officer).
It shall be the duty of the Director of Operations to serve as a Board Director and as the Board representative on the Governance Committee, also performing such other duties as required by the President.
Article 7. Indemnification
7.1 Indemnification.
World IA Day shall indemnify each person who is or was a Director, Officer, or Committee Member and each person who serves or has served at the request of World IA Day as a Director, Officer, partner, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise to the fullest extent permitted by the laws of the State of Florida as they may be in effect from time to time. The corporation may, to the Extent authorized from time to time by the Board, grant rights to indemnification to any employee, non-director volunteer, or agent of World IA Day to the fullest extent provided under the laws of the State of Florida as they may be in effect from time to time.
7.2 Insurance.
World IA Day may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liability under the preceding two sentences.
Article 8. Amendments and Interpretation
8.1 Amendments to Bylaws.
These Bylaws may be amended by an affirmative vote of a majority of the Board of Directors then in office. No amendment inconsistent with the Articles of Incorporation shall be effective prior to amendment of the Articles of Incorporation.
8.2 Interpretation of Bylaws.
In the event of any ambiguity or dispute in the interpretation of these Bylaws, such ambiguity or dispute shall be resolved by majority vote of the Board of Directors.
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