WU

Bylaws
of
Worldwide University Inc.
8402 E Monterey Way, Scottsdale, AZ 85251, U.S.A.

Approved Aug 31, 2020, revised Mar 24 2023 & Nov.-Dec. 2023

Article 1: Preamble

These bylaws shall act as the constitution of Worldwide University Inc. (hereinafter "the University" or "the corporation") and are subject to its Articles of Incorporation. These bylaws serve to protect the core values of the University.

Article 2: Purposes of the University

Worldwide University Inc. is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or as said Court shall determine, which are organized and operated exclusively for such purposes.

Article 3: Not for profit

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 described in section 501(c)(3).
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 (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on:

by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or
by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article 4: Doctrinal statement

The University affirms the following core elements of the Christian faith:

The Holy Scriptures are the sacred text upon which all Christian faith is founded.
The one Triune God is the Creator and originator of all that is.
Jesus Christ, God manifest in the flesh, is the true pattern for the Christian life.
Salvation and redemption are through personal relationship with Jesus Christ.
The Spirit of God indwells all believers, the Body of Christ, and all creation, and enables believers to live a holy life.

Article 5: Non-discrimination policy

WU courses are open to qualified applicants regardless of gender, social position, age, physical disability, or racial, ethnic, cultural, or linguistic background.
Staff are required to treat all students equitably in a fair and considerate manner.
Staff are required to provide all students an environment that is free from discrimination and harassment.
Students with a physical disability should seek advice on what adjustments may be made that are necessary for a fair chance of successful completion of studies:

They are entitled to reasonable adjustments or allowances that are necessary for a fair chance of successful completion of studies.
Equitable treatment does not mean that all students must be treated the same.
The adjustment may not incur unfair financial cost to the program, nor compromise program requirements.
Students will not be given an adjustment if it appears to make no significant difference to the assessment outcome, that is, it provides little benefit for the student, or the lack of an adjustment provides little detriment for the student.

Article 6: Board of Directors

General powers.
The Board of Directors have the fiduciary responsibility for the University.
Number of directors.
The number of Directors shall be no less than five and no more than twelve persons.
Election of Board officers.
The Directors of the Board shall elect a Chairperson and a Vice-chairperson or any other Board Officers as may be decided from time to time.
Powers and duties of the Chairperson of the Board.
The Chairperson shall preside at Board meetings and shall exercise and perform such other powers and duties as may be assigned by the Board.
Powers and duties of the Vice-chairperson of the Board.
The Vice-chairperson shall act as Chairperson in the absence or incapacity of the Chairperson.
Role of CEO.
The CEO shall be a Director of the Board by virtue of their office.
Term of office.
The Directors shall serve for a term of three years.
Re-election of Directors.
Directors can be re-elected for multiple terms.
Maximum term of office.
After two full terms, each Board Director must step down for at least one year before being eligible for re-election to the Board.
If the number of retiring board members would bring the number of board members below five, then enough board members must remain on the board to maintain that minimum number of members. [Added Nov.-Dec. 2023.]
Filling of vacancies.
In the case of any vacancy in the Board of Directors through any cause, the remaining Directors may elect a successor to hold office for the unexpired portion of the term of the Director whose place is vacant.
Additional directors.
The Board may elect additional Directors.
Conflict of interest.
The Board shall:

implement a system to prevent conflict of interest by the Directors of the Board and shall document compliance.
adopt and periodically review a conflict of interest policy to protect the University’s interests when it is contemplating any transaction or arrangement that could benefit any officer, employee, affiliate, or member of a committee with Board-delegated powers.

Assessment of the Board.
The Board shall implement a system of assessment of its effectiveness and its members, and shall document the outcomes annually.
Removal from office.
Any Director may be removed from office with or without cause by a two-thirds majority vote of the Directors entitled to vote at any special meeting of Directors called for that purpose.
Place of meeting.
The Board of Directors holds their meetings at such place or places as they from time to time determine by resolution or by written consent of all the Directors.
Manner of meeting.
The Board of Directors may hold their meetings by conference telephone or other electronic communication medium on condition that each participant at the meeting can hear the other.
Resolutions of the Board.

If the Board does not have a consensus, resolutions shall be made by simple majority of Directors present at the meeting.
If votes are even, the Chairperson shall have the casting vote.

Regular meetings.
The Board of Directors may hold regular meetings without notice at such time and place as shall from time to time be determined by resolution of the Board. The Board may transact any business that comes before it.
Special meetings.
Special meetings of the Board of Directors shall be held whenever called by any Director.
1. The CEO shall give notice of the time, place and objectives of each special meeting to all Directors at least seven days prior to the meeting by personal delivery, e-mail, or regular mail.
2. Any Director present at the meeting may waive the right to prior notice of the meeting.
3. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings.
Quorum.
A majority of the whole number of Directors shall constitute a quorum for all meetings of the Board of Directors.
Compensation of Directors.
Directors shall receive no payment for their services as Directors. Directors shall be entitled to reimbursement from the University for expenses incurred in attending meetings, to be paid according to University policy.
Committees.
The Board of Directors may designate one or more committees, each committee to consist of two or more of the Directors of the University, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined by the Board of Directors.
Inspection of records.
The financial records and statements shall be open for inspection by any Director at all reasonable times.

Article 7: Executive Officers

The Chief Executive Officer (CEO).
The CEO shall serve as President of the University.
Appointment and removal of the CEO.
The CEO is appointed by the Board and is accountable to the Board.
Powers and duties of the CEO.
The CEO shall:
1. supervise, direct, and control the business and the executive officers of the University
2. control budget compliance
3. direct fundraising
4. appoint and remove executive officers, faculty, and staff with the exception of the CFO
5. have such other powers and duties as the Board may prescribe.
Secretarial responsibilities of the CEO.
The CEO shall:

give or cause to be given notice of all meetings of the Board and of committees of the Board as required by the Bylaws.
keep or cause to be kept minutes of all meetings, proceedings, and actions of the Board, and of committees of the Board. The minutes of meetings shall include the time and place of holding, whether the meeting was general or special and, the names of those present at Board and committee meetings.
keep a copy of the Articles of Incorporation and Bylaws, as amended to date.
perform or cause to perform all the duties generally incident to the office of secretary of a corporation.

Evaluation of the CEO.
The Board shall determine a process for evaluating the performance of the CEO and conduct evaluations at least annually.
Appointment and removal of the Chief Financial Officer.
The Board shall appoint a Chief Financial Officer (CFO) by recommendation of the CEO. The CFO shall report to the CEO.
Powers and duties of the Chief Financial Officer.
The CFO shall:

prepare and present proper professional financial reporting to the Board.
keep and maintain or cause to be kept and maintained, adequate and correct books and records of accounts of the University’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.
deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the University with such depositories as the Board may designate
disburse the University’s funds as authorized by the CEO
render to the CEO and Directors, when requested, an account of all transactions and of the financial condition of the University
have such other powers and perform such other duties as prescribed by the CEO and Board.

Resignation of officers.
Any officer may resign at any time by giving written notice to the University. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice. Any resignation shall be without prejudice to the rights, if any, of the University under any contract to which the officer is a party.

Article 8: Faculty Council

Function of the Council.
The University has a Faculty Council that is responsible for the quality of its academic functions.
Purpose of educational programs.
The Faculty Council shall ensure that all educational programs are aligned with the mission and institutional goals of the University.
Duties.
The Faculty Council oversees the formulation, implementation and review of degree programs including admission criteria, curriculum development, student development, and graduation criteria.
Appointment of Members.
The CEO appoints faculty members and senior administrators to the Council. The chief librarian is a member by virtue of their office.
Other faculty.
The Council shall consult with the faculty who are not members of the Council.
Council meetings.
Council members shall determine the times, places and conduct of their meetings.

Article 9: Fiscal year

Fiscal year.
The fiscal year of the University shall end on June, 30 each year.

Article 10: Amendments

The Board of Directors may amend these Bylaws.

End