Corporation for Inter-World Tourism and Adventuring
Charter of the Corporation Not For Profit
Bruce-Robert Fenn Pocock <brfennpocock@ciwta.org>
Copyright © 2018 Bruce-Robert Fenn Pocock; copyright assigned
to Corporation for Inter-World Tourism and Adventuring upon
its incorporation.
- Name
- Place of Business
- Purpose
- Cadre
- Initial Cadre, Registered
Agent, Incorporator
- Values
- Shared Worlds
- Public Benefit
- Employment and Compensation
- Suppliers and Purchasing
- Members, Shareholders
- Elections and Voting
- Dissolution
- Authority
Copyright © 2018 Bruce-Robert Fenn Pocock; copyright assigned
to Corporation for Inter-World Tourism and Adventuring upon
its incorporation.
Corporation for Inter-World Tourism and Adventuring
1 Name
-
The name of this corporation is “The Corporation for Inter-World
Tourism and Adventuring.”
-
In this document, the name INTER-WORLD is used as an abbreviation.
-
This corporation may register additional fictitious names “doing
business as” to be used in accordance with its Purpose.
2 Place of Business
2.1 Principal Place of Business
INTER-WORLD is organized and defined to have its principal place of
business at:
Corporation for Inter-World Tourism and Adventuring
@sup{c}/@sub{o} Gian C Ratnapala, Esq
GCR Business Law, PLLC
500 E Broward Blvd Ste 1710
Ft Lauderdale, FL 33394-3012
United States
2.2 Venue of Law
INTER-WORLD is subject to the laws of Broward County, in the State
of Florida, United States of America.
2.3 Mailing Address
INTER-WORLD can be addressed by post at:
Corporation for Inter-World Tourism and Adventuring
PO Box 23095
Oakland Park, FL 33307-3095
United States
2.4 Other Places of Business
INTER-WORLD may establish at any time branch or subordinate offices
or relocate the principal office as necessary in the course of business,
with appropriate clearance, permits, licenses, and notification to
relevant parties.
3 Purpose
3.1 Purpose in the Public Interest
INTER-WORLD is organized for the purposes defined here as
a not-for-profit Florida corporation, under Chapter 617 of the Florida
Statutes:
-
to encourage the creating of literary and creative works, including
books, video games, still and motion pictures, teleplays, musical scores
and recordings, and works in any other medium, in certain shared worlds
of fiction (“SHARED WORLDS”);
-
to oversee and manage the development of the SHARED WORLDS, in any
and all aspects, including story, characters, likenesses, and designs;
-
to control and administer such intangible properties and rights as
copyrights, trademarks, rights of authorship, service marks, and other
intangible or intellectual properties as are associated with the
SHARED WORLDS;
-
to manage and administer means by which members of the public can
participate in the enjoyment of the SHARED WORLDS through such
means as access to video games, viewing of teleplays, reading written
works, and so forth;
-
to promote the VALUES for which INTER-WORLD is chartered, as
defined in this document, through these creative works;
-
and to sustain the production of these works both financially and in
services and publications.
3.2 Support of Purpose
-
INTER-WORLD is organized effective on the date this Charter is
signed by the Incorporator, or upon such other date as incorporation may
be granted by the State of Florida.
-
INTER-WORLD is a not for profit corporation as defined in Florida
Statute 617.0301, existing for purposes of benevolent, social, and
literary, and cultural association.
3.3 Corporate Seal
As required by Florida Statute 617.0302(3), the following is adopted as
the corporate seal, which includes the words “The Corporation for
Inter-World Tourism and Adventuring,” as well as “corporation not
for profit:”
Description: A shield quartered, containing within it a rocket, an
elephant, a hot air balloon, and a skull and crossed bones, surrounded
by two dragonflies. Text styled in the typeface “Century Schoolbook L”
in roman type.
4 Cadre
4.1 Composition of the Cadre
-
The governing board of Directors of INTER-WORLD will be the Cadre.
For purposes of law, the Cadre is both the Board of Directors and
Managers of the Corporation.
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Except as forbidden by this Charter, the Cadre may exercise any powers
in the authority of INTER-WORLD or may delegate those powers to any
employee, contractor, or other agent for a limited or indefinite time.
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The Cadre will initially consist of five seats:
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The Operations Manager,
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The Chief Engineer,
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Three Captains.
4.2 The Cadre, Generally
-
Any member of the Cadre may resign at will. In concert with their
resignation, they may nominate a successor, subject to confirmation by
the majority of the remaining members of the Cadre. No member of the
Cadre may resign if there is an unfilled vacancy in the Cadre
outstanding, however.
-
Any member of the Cadre may take a leave of absence and appoint
a temporary replacement to act in their name for a period of up to
ninety days. Their replacement is subject to suspension or removal
by acclamation.
-
Any member of the Cadre may appoint an emergency successor, who will
replace them and act in their name for a period of up to ninety days, in
the event that the regular member of the Cadre is unable to perform
their duties due to incapacity or death. Their replacement is subject to
suspension or removal by acclamation.
-
Emergency successors are explicitly authorized to replace members of the
Cadre in the event of any emergency (as per Florida Statute 617.0207(5))
which prevents the usual Cadre member from participating. “Incapacity”
includes physical or mental illness, or inability to access
communications services for an extended time for any reason, including
isolation by a natural disaster.
-
In the event of a permanent or long-term (over sixty days) expected
vacancy in the Cadre,
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The Chief Engineer must appoint one or more alternates Engineers as
replacements, who will act as a replacement Chief Engineer until one
is elected.
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A vacant Captaincy must be filled by Cadre election within sixty days.
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A vacant Lieutenancy must be filled by general public election within
sixty days.
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The Operations Manager and Chief Engineer may be the same person; the
other seats must be filled by any person who is qualified as a Director
of a Corporation in the State of Florida, but must be discrete
individuals and natural persons.
-
The operations of the Cadre shall be democratic, limited by
this Charter.
-
The members of the Cadre will be paid a salary by the corporation, which
will be a flat rate, not subject to performance of any individual or the
corporation, and no more than a fair and reasonable level of
compensation for the scale of the corporation, but not less than one
cent. The salary of the Cadre will be available for public inspection.
-
The salaries of the Operations Manager and Chief Engineer may be set at
a value different than those of the Captains or Lieutenant. The salary
of the Lieutenant may be no less than one half that of a Captain.
4.3 Duties of the Operations Manager
-
This office may be filled by any person permitted under Law and this
Charter to be a Director of this Corporation.
-
The Operations Manager is authorized by INTER-WORLD to enter into
contracts, do business with banking and financial institutions, and
authorize the expenditure of corporate funds appropriately at will,
subject to oversight by the Cadre. This Authority will be confirmed by
a suitable letter upon taking authority as Operations Manager.
(See section Letter of Authority for Operations Manager)
-
For purposes of interaction with other organizations and compliance with
laws or regulations, the Operations Manager is the Chief Executive
Officer, President, Chief Operating Officer, Chief Financial Officer,
and Treasurer of INTER-WORLD.
-
A vacancy of the Operations Manager position without a replacement will
be filled by the Chief Engineer until a new Operations Manager
is elected. When the Operations Manager and Chief Engineer are the same
person, the or are both incapacitated, the position will be filled by
the Captains, in order of seniority.
4.4 Duties of Chief Engineer
-
The office of the Chief Engineer will be filled indefinitely.
-
The office of the Chief Engineer may be filled only by someone
familiar with the technological aspects of video game development and
familiar with the management and direction of projects in the
creative arts.
-
The Chief Engineer is authorized by INTER-WORLD to enter into
contracts, do business with banking and financial institutions, and
authorize the expenditure of corporate funds appropriately for
maintenance of technological infrastructure, as generally authorized,
budgeted, and overseen by the Operations Manager, subject to oversight
by the Cadre. This Authority will be confirmed in writing upon taking
authority as Chief Engineer. (See section Letter of Authority for Chief Engineer)
-
For purposes of interaction with other organizations and compliance with
laws or regulations, the Chief Engineer is also the Chief Technology
Officer, Vice-President, Director of Privacy and Security, and Chief
Information Officer of INTER-WORLD.
4.5 Duties of Captains
-
The offices of Captains in the Cadre will be filled indefinitely.
-
Each office may be filled by any person permitted under Law and this
Charter to be a Director of this Corporation.
-
Any Captain of the Cadre is authorized by INTER-WORLD to examine
every contract or financial document entered into by INTER-WORLD at
any time. This Authority will be confirmed by a letter suitable for
evidence of this authority upon taking authority as a Captain.
(See section Letters of Authority for Captains)
-
For purposes of interaction with other organizations and compliance with
laws or regulations, each Captain may identify themselves as
a Vice-President and/or Director of INTER-WORLD.
-
Unless otherwise delegated, a Captain may not enter into new
financial agreements, authorize expenditures, or make contracts without
approval of the majority of the Cadre.
-
The initial Captains appointed at incorporation are considered to have
seniority in the order named, where the first named Captain is
most senior.
4.6 Duties of Lieutenants
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At a time decided by the Cadre, seats for Lieutenants can be created.
-
A Lieutenant seat of the Cadre will be filled by a public election of
qualified persons in AUDIENCES, conducted as described in this
Charter, for a term of one year. AUDIENCES are the players,
viewers, readers, or other participants in any art works.
-
This office may be filled by any person permitted under Law and this
Charter to be a Director of this Corporation. A Lieutenant will be given
a limited authority as compared to the other members of the Cadre.
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A Lieutenant of the Cadre should be given reasonable access to
appropriate financial documents by the other members of the Cadre
as appropriate.
-
The other members of the Cadre may redact information for purposes of
security of corporate accounts and privileges, as well as protection of
the privacy of any person, before conveying information to the
Lieutenant, or choose to convey information only in aggregate.
-
Unless otherwise delegated, neither a Lieutenant may not enter into new
financial agreements, authorize expenditures, or make contracts without
approval of the majority of the Cadre.
4.7 Cadre Meetings and Actions
-
Cadre meetings may be ordered and conducted in any real-time or
non-real-time communications medium, including but not limited to video
conferencing, e-mail, or Internet Relay Chat. Cadre meetings will be
recorded in summary form by the Operations Manager.
-
Meetings must be held at least once per year, and may be held as often
as necessary, upon demand of any member of the Cadre, with
reasonable notice.
-
The Operations Manager will schedule a meeting at the convenience of the
Cadre and generally within 15 days of the request, but with at least
3 days advance notice. In situations of great urgency, the Operations
Manager may schedule a meeting of the Cadre upon shorter notice.
-
Cadre meetings will follow such rules or traditions of order as the
Cadre may choose, provided that all members are presented the
opportunity to share documents and information on any subject being
decided, and, that each vote taken must be for a single, clearly defined
topic and recorded as a “Yea,” “Nay,” or willful abstention by
each member.
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Acclamation requires unanimous approval of the entire Cadre.
For acclamation, any abstention is a “Nay” vote. Acclamation is
required for certain actions as enumerated in this Charter.
-
For votes of simple majority, the weight of votes “Yea” versus “Nay”
is compared, without concern for abstentions. An equal tie may be
decided by the Operations Manager.
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Any action of the Cadre may be taken by consent in writing, when each
member of the Cadre has been presented a question with full and true
information and cast a vote “Yea” or “Nay” in writing by any
channel; However, members of the Cadre may move to discuss such action
at a meeting, and may abstain from voting until that time. When an
action in writing is moved to a meeting, members of the Cadre may change
from their initial vote, at that meeting.
4.8 Conflict of Interest
-
No member of the Cadre may vote upon any contract or transaction in
which that member has any direct or indirect financial interest.
Abstention for this reason does not count as a “Nay” vote
in acclamation.
This rule shall include, but not be exclusively limited to:
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Altering the compensation of any person,
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Authorizing a contracted obligation to any person or organization
controlled by or providing benefit to any person,
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Exchange of money or assets of any kind to any person or organization
controlled by or providing benefit to any person,
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Exchange of money or assets of any kind to any organization of whom the
member is an officer or member of the board of directors or equivalent.
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A personal interest includes the benefit of
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the member of the Cadre themselves,
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their spouse, civil partner, child, or parent,
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or the spouse, civil partner, child or parent of any of
these(1),
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or any other person who can be reasonably construed to be a close and
immediate family member or with whom that member of Cadre has
significantly commingled assets
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Regardless of the preceding, a conflict of interest does not exist when
any member of the Cadre votes upon
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compensation of the Cadre, including themselves,
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a disbursement or grant to an charitable program, where that person is
incidentally a member of the class of persons who generally benefit from
that program,
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any issue where the interested member of the Cadre has no actual
knowledge of their potential benefit and the amount of the transaction
is less than ten thousand dollars.
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providing legal or financial services or payment for legal or financial
services in any proceeding resulting from a bona fide act of this
Corporation, including defense in law suits, audits, or other results
5 Initial Cadre, Registered Agent, Incorporator
5.1 Initial Cadre
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The initial membership of the Cadre will be:
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Bruce-Robert Fenn Pocock
Operations Manager and Chief Engineer
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Aline Dolan
Captain
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Mariaelisa Greenwood
Captain
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Levi McCall
Captain
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The membership of the Cadre may be altered in accordance with this
Charter, and will be reported in the corporation’s Annual Report.
-
The salary for each member of the Cadre for the calendar year of 2018
shall be one cent (USD), payable by check or cash. This compensation may
be altered subsequent to 31 December, 2018 in whatever way the Cadre
chooses.
5.2 Registered Agent
-
The Registered Agent of INTER-WORLD is:
Gian C Ratnapala, Esq
GCR Business Law, PLLC
500 E Broward Blvd Ste 1710
Ft Lauderdale, FL 33394-3012
United States
-
I hereby accept designation as the Registered Agent for the Corporation
for Inter-World Tourism and Adventuring, effective immediately;
I understand the duties of Registered Agent, as set forth in Florida
Statute 617.0503 and other laws and statutes as appropriate.
____________________________________
(signed)
Gian C Ratnapala, Esq
Bar number 97342
Dated this ____ day of February, 2018
5.3 Incorporator
-
The Incorporator of INTER-WORLD is:
Bruce-Robert Fenn Pocock
PO Box 23095
Oakland Park, FL 33307-3095
United States
6 Values
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INTER-WORLD will endeavor to promote these values in arts and
literature:
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Fun and play
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Non-violent problem-solving and conflict resolution
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Compromise, redemption, and forgiveness
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Respect for others: Being nice, sharing, helping others
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Caring for the environment and others
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Diversity, non-discrimination, and non-stereotyping
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Accessibility and inclusion
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Education, culture, literature, and scientific progress
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Internal consistency of the SHARED WORLDS (each to itself) across
various media and works of art
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INTER-WORLD will endeavor to remain open, welcoming, and accessible
to the limits of technology and media to all persons of any race, color,
ethnicity, biological sex, sexual orientation, gender, gender
expression, marital status, current or former profession, current or
former religious affiliation, nationality, ethnicity, or mental and
physical condition.
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INTER-WORLD will attempt to present issues and arts in
age-appropriate means; and, wherever appropriate, make them accessible
to persons of all ages.
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The Cadre will ensure that Terms of Service, Community Standards, and
other contractual agreements with AUDIENCES are aligned with
these Values.
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The Cadre will attempt to work with employees, contractors, partners and
other agents who embody these Values as well.
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INTER-WORLD will not conduct gambling operations, as defined by
State or Federal law as gambling or “gaming.”
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INTER-WORLD is not a disaster-relief organization.
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INTER-WORLD will coöperate openly with authorized law enforcement
agencies in any jurisdiction, but will require those agencies to perform
due diligence and demonstrate legal due process in obtaining warrants.
Notwithstanding this requirements of a warrant, a member of the Cadre
may authorize the release of limited and specifically identified
information to law enforcement or other agents pending receipt of
a warrant in the event of a demonstrable and legitimate emergency.
7 Shared Worlds
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In definition: the SHARED WORLDS are fictional universes which
differ from our own, but are, within themselves, taken to be consistent.
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INTER-WORLDS may create, or cause or allow to be created, works of
art including video games, books, teleplays, music, illustrations, or
any other work of art and literature set within the worlds managed by
INTER-WORLD.
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INTER-WORLD and the Cadre thereof are ultimately the curators of
the SHARED WORLDS and may take whatever actions are suitable, just,
and lawful to enforce the ownership and curation of them.
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INTER-WORLD may authorize other persons, organizations, or agencies
to participate in the development of these works of art, but must retain
supervisory authority at all times.
-
Upon incorporation, INTER-WORLD accepts curatorship of the shared
world of TOOTANGA, and any copyrights and all other intangible
rights associated therewith, as represented and described at
https://Tootsville.org/ and related web sites, including
https://Wiki-Wiki.Tootsville.Adventuring.Click/wikiwiki/.
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INTER-WORLD may accept the curatorship of other SHARED WORLDS,
by acclamation.
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Mere ownership of the intangible rights to a SHARED WORLD does not
mean that INTER-WORLD is required to expend efforts of time or
money in the maintenance or promotion of that SHARED WORLD.
-
The Cadre should take care to empower artists or creators who wish to
make use of any SHARED WORLD in ways aligned to the
corporate Values.
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When artists or creators make use of any SHARED WORLD under
license, permission, or authority of INTER-WORLD, the Cadre may
8 Public Benefit
-
INTER-WORLD may take in earnings from any lawful source, including
without limitation receipts from retail or wholesale sales of goods and
merchandise related to the SHARED WORLDS, or payments for use of
intangible rights, including royalties or licensing fees.
-
The property of INTER-WORLD is irrevocably dedicate to charitable
and literary purposes.
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No part of the net earnings or assets of INTER-WORLD may inure to
the benefit of, or be distributed to, the Cadre or shareholders, or
other private persons, except:
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INTER-WORLD may pay reasonable compensation to the Cadre, or to
employees, in order to conduct this business, where “reasonable
compensation” is limited both as that term is used in law and rules of
the US Internal Revenue Service, and further limited by this Charter.
-
INTER-WORLD may pay reasonable fees
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No payment of, or distribution of, dividends may be made to any person.
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No “distribution,” as defined in Florida Statute 617.01401(7), may
be made.
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No substantial part of the activities of INTER-WORLD shall be in
the carrying on of propaganda, or otherwise attempting to influence
specific legislation, and the corporation will not participate in, or
intervene in, including the publication of or intentional 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
(a) 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 (b) 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
-
The Corporation shall not, except in any insubstantial degree, engage in
any activities or exercise any powers that are not in furtherance of the
purposes described in this Charter’s Chapter 3.
-
INTER-WORLD shall observe the best interests of the general public
and pursuit of the Values of the corporation.
-
The Operations Manager will publish to the general public and prepare
(or supervise the preparation of) reports, at least annually, for
submission to all proper regulatory agencies, to include any required
filings to the State of Florida, and the government agencies of the
United States, including the Internal Revenue Service.
9 Transparency
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It is the intention of this Charter that the Cadre and employees of
INTER-WORLD should provide the greatest possible degree of
transparency and accountability to the general public as is practical.
-
Notwithstanding this, INTER-WORLD must take reasonable efforts to
protect the privacy of our AUDIENCES, employees, and anyone with
whom we do business, except as far as those persons may choose to share
certain information or where providing information is required to
do business.
-
Wherever practical, INTER-WORLD will rely upon, make use of,
improve, and share improvements to software which meets the Open Source
definitions of the Open Source Initiative
(https://opensource.org/) and/or Free Software which meets the
definition of the Free Software Foundation (https://fsf.org/).
-
The use of any proprietary software which meets neither definition must
be disclosed in (at a minimum) software documentation and annual
reports, and a compelling technical explanation as to why a Free or Open
Source Software (F/OSS) was not used must be provided. The use of
any software which is not F/OSS must be approved by the Chief
Engineer (or their delegate).
-
Documents and files of any kind related to the operations of
INTER-WORLD will be stored and maintained in forms that are open
and commonly can be viewed or edited in readily-available F/OSS
unless a valid justification can be documented and approved by the Chief
Engineer (or their delegate). Preferred forms for editable documents
include TeXinfo, LaTeX, Open Document formats (ODT, ODS, et al;
LibreOffice, et al), SVG (Inkscape), XCF (Gimp), and plain text formats.
-
Annual Reports, other reports, and actions taken in general by
INTER-WORLD will be made publicly accessible to the greatest extent
possible, including publication on https://ciwta.org/.
-
Reports concerning generally tabular or numeric data will be made
available in tabular formats, such as tab-delimited files, for external
analysis, as well as in forms more suitable for presentation.
-
Whenever practical, created works are encouraged to be released under
F/OSS licenses (for software) or Creative Commons license (for
other media), but INTER-WORLD may restrict some copyrights,
trademarks, service marks, or other rights in the interests of
maintaining the integrity and consistency of SHARED WORLDS.
-
Private information provided to INTER-WORLD by any person must be:
-
acquired for a certain, clear purpose, and used only for that purpose.
The purpose must be disclosed to the person from whom the information is
collected;
-
disclosed only to the minimum persons or organizations required to
fulfill that purpose;
-
disclosed only to persons or organizations who in turn will not further
disclose that information except under the same or substantially similar
restrictions as these
-
However, private information may be aggregated and used in aggregate,
non-personally-identifiable form for purposes other than those for which
it was gathered.
-
Requests, whether or not granted, from any agency to obtain personal
information will be reported in the Annual Report and other reports as
necessary, unless prevented by a court of competent jurisdiction, along
with information as to whether (and, if so, why) these requests
were granted.
-
A “canary” expression will be contained within the Annual Report
identifying, for each month, that no secret court orders were received
during that month, unless such a statement is untrue.
-
Failures of systems managed by, or on the behalf of, INTER-WORLD,
whether technological systems or procedures, will be documented and
subjected to analysis. Where practical, this information will be
publicly disclosed both at the time through typical means (eg, Tootsbook
blog) and summarized for the Annual Report.
10 Employment and Compensation
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INTER-WORLD may employ or contract with persons or organizations to
conduct its business as appropriate and necessary, provided that all
activities and affairs of the corporation shall be managed and all
powers exercised under the ultimate direction of the Cadre.
-
The compensation given to any employee or contractor must be fair and
reasonable for the duties performed.
-
Every employee, to include the Operations Manager or Chief Engineer
(when receiving a salary more than a mere token fee), will be extended
reasonable benefits to permit work in dignity and without undue burdens
or stress. The package of benefits may vary based upon position and
hours worked, but must be substantially fair and similar to all
employees of any kind.
-
Employment compensation is considered to include wages or salary, and
all fringe benefits of any kind, whether taxable or not, to include:
-
Salary and wages
-
Insurance contracts paid, including health, dental, vision, life,
short-term or long-term disability, or the like,
-
Memberships in any organization providing benefit, such as automobile
roadside assistance, discount programs, assistance programs, fitness
clubs or spas, or other programs,
-
Professional services provided for the personal benefit of the employee
but paid for by INTER-WORLD,
-
Receipt of gifts of goods or materials from INTER-WORLD, trivial
(eg, T-shirts) or substantial (eg, computers) given over to the
employee’s ownership and permanent control, which are not otherwise
excluded
-
Any goods or services provided by INTER-WORLD to family or
associates of the employee, to include day care or elder care services,
which are not otherwise excluded
-
Compensation for the purposes of this section does not include goods or
services provided to an employee for the convenience of INTER-WORLD
or directly required for the employee to carry out their job, to
include:
-
mobile devices or computers to be used for working purposes
-
other tools, devices, or equipment used for working purposes
-
uniforms, costumes, or the like
-
food or beverages consumed during work or working events
-
day care services (child care or elder care)
-
transportation to or from work or working events
-
courtesy services that may be available to all employees of an office or
area (eg, courier or dry-cleaning services)
-
transportation and travel expenses to working events
-
transportation and travel expenses to industry events appropriate to the
needs of INTER-WORLD or professional development of the employee
-
education or professional development of the employee
-
The compensation for the least-paid employee, prorated appropriately to
account for hourly vs salary wages, must be no less than one-fifth that
of the highest-paid employee, including members of the cadre, inclusive
of all compensation.
-
Employees may choose to be represented by a labor union, and
INTER-WORLD will deal with union representatives as well as
unrepresented employees equally and fairly.
-
INTER-WORLD will not donate or pay funds to any individuals, other
than as wages and compensation otherwise authorized by this Charter, or
for reïmbursement for business expenses.
-
The compensation paid to any non-Cadre employee individually will not be
made public information, and information about any employee will be
given proper protection to preserve personal privacy to the fullest
extent possible.
-
Notwithstanding the prior item, compensation of employees in general
will be made known in transparency reports, so that each employee may be
aware of the range of wages, salary, or other compensation paid by
INTER-WORLD.
-
Employees and contractors are expected and required to represent the
corporate Values in public activities on behalf of INTER-WORLD.
-
Where volunteer service is accepted or community contributions are
solicited for SHARED WORLDS, volunteers conducting any part of the
business of INTER-WORLD, including peer customer support or peer
technical advice, are expected to be held to the highest standards of
conduct as well.
11 Suppliers and Purchasing
-
Selection of contractors or suppliers of services or commodity goods
will be based upon fair and reasonable pricing; in all purchases
exceeding the Petty Cash limit, proof must be available upon demand that
the price paid was not excessive.
-
The Petty Cash Limit is defined as ten cents times the Consumer Price
Index for Urban Consumers (CPI-U) from the 1982-84=100 scale, for the
Miami-Fort Lauderdale-West Palm Beach Metropolitan Statistical Area, as
documented by and published by the Bureau of Labor and Statistics, plus
$5.(2)
-
Where practical, multiple estimates or price quotes will be sought out
and chosen-from.
-
Where practical, buyers will select from among suppliers who embody and
support the corporate Values in preference to other suppliers, even if
not the lowest price.
12 Members, Shareholders
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The members or shareholders of INTER-WORLD may be of voting and
non-voting classes.
-
When a vote of shareholders is authorized or required by this Charter,
a quorum consists of at least two thirds of all members by
voting shares.
-
Members voting is counted per share, and votes may be cast by proxy.
-
The Operations Manager will maintain the mandatory list of all
shareholders specified in Florida Statute 617.0601(4)
-
Meetings of the shareholders may be called by
-
the Operations Manager, or any Captain of the Cadre,
-
any members holding personally or by trust or proxy at least five per
cent of the voting shares, in accordance with Florida Statute
617.0701(3)(e-f).
-
Notwithstanding any other provisions of this Charter, by a simple
majority vote, the shareholders may demand the removal of any member of
the Cadre other than a Lieutenant, with the approval of any one member
of the Cadre; or, by a two thirds majority vote
13 Elections and Voting
-
Cadre Elections: other than Lieutenant
-
Cadre elections for Captaincy, Operations Manager, and Chief Engineer
can be by singular nomination and confirmation, or election between
multiple candidates.
-
When only one candidate is presented, a unanimous confirmation vote of
the other members of the Cadre is required.
-
When multiple candidates are presented, at least 4 votes are required to
take the seat.
-
Lieutenant Elections
-
The Cadre will establish a procedure by which Lieutenants can be elected
from and by AUDIENCE to serve as temporary members of the Cadre.
-
Cadre Decisions
-
When a decision cannot be reached unanimously, the Cadre may
vote openly.
-
For matters considered to be technical in nature or to have a larger
impact in the technical and operational arena than otherwise, the vote
of the Chief Engineer will be worth 20; otherwise, 10.
-
For all matters, the vote of the Operations Manager will be worth 15.
-
Each Captain’s vote is worth 10.
-
The Lieutenant’s vote is worth 9.
-
A quorum to vote requires each member of the quorum to have been
adequately briefed on the subject and cast their vote yea or nay within
a reasonable time, generally the second business day, by whatever
communications channels the Cadre may designate, to include electronic
mail, SMS, or telephone.
-
No quorum is met on a technical issue without the advice and opinion of
the Chief Engineer.
-
No quorum is met on any other issue without the advice and opinion of
the Operations Manager.
-
Every member of the Cadre may contribute their advice or opinion on
any issue.
-
A quorum is met by a minimum of four votes being cast, except on those
issues which require acclamation. If the number of seats on the Cadre is
increased, the quorum is set at no less than 75% of the total number of
seats on the Cadre.
-
Size and composition of Cadre
-
From time to time, the Cadre may choose to create or eliminate seats for
Captains or Lieutenants.
-
When a Captaincy is eliminated, the seat remains until the resignation,
removal, or incapacitation of any current Captain, who will then not
be replaced.
-
When a Lieutenancy is eliminated, the seat remains until the end of the
Lieutenant’s elected term of office.
-
When additional Lieutenancies are created, the election rules will be
amended to a Mixed-Member Proportional system, approved by acclamation
of the Cadre.
-
When additional Captaincies are created, the Cadre may nominate and
elect someone to those offices.
-
Amendments to this Charter by the Cadre
-
The Operations Manager may make such amendments to this charter as
required by law, such as to change the Registered Agent, the address of
record of the Corporation, or as explicitly authorized within
the Charter.
-
Any other changes to the Charter require acclamation of the Cadre.
14 Dissolution
-
The Cadre, by acclamation, may dissolve INTER-WORLD.
-
Upon dissolution, the Operations Manager or appointee must conduct
whatever business is necessary to wind up the affairs of
INTER-WORLD and dispose of all assets, tangible or intangible.
-
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.
-
Intangible assets may be dedicated to the public domain,
where permissible.
15 Authority
This Charter is accepted by the Incorporator, Bruce-Robert Fenn Pocock,
and authorized. I have contacted each of the initial members of the
Cadre named in this document and obtained their consent, sufficient to
comply with Florida Statute (FS) 617.0205(2), and no initial
organizational meeting shall be required. This Charter serves as both
Articles of Incorporation and Bylaws, sufficient to comply with FS
617.0206.
Bruce-Robert Fenn Pocock
Mr Bruce-Robert Fenn Pocock
Incorporator, The Corporation for Inter-World Tourism and Adventuring
Signed 13 February, 2018, and effective immediately
Witnessed:
Sebastian Montano
(signed)
Sebastian Montano
(printed)
Mr Fenn Pocock has signed this document in my presence and confirmed to me
his identity to my satisfaction, today, 13 February, 2018
Appendix A Letter of Authority for Operations Manager
Corporation for Inter-World Tourism and Adventuring
PO Box 23095
Oakland Park, FL 33307-3095
United States
To Whom it May Concern:
With respect to Mr Bruce-Robert Fenn Pocock, the Operations Manager of
the Corporation for Inter-World Tourism and Adventuring,
Be advised that with the full faith and credit of the Corporation for
Inter-World Tourism and Adventuring (“INTER-WORLD”), the
Operations Manager is given authority to enter into any contract, sign
financial and legal documents, make deposits and withdrawals, access to
lines of credit, and otherwise act in the name of INTER-WORLD at
their will.
This office is at-will and indefinite. The position of Operations
Manager is the leader of the Cadre, the chairperson of the board of
Directors of INTER-WORLD, and equivalent to the position of Chief
Executive Officer, President, Chief Operating Officer, and/or Treasurer
of INTER-WORLD.
The Corporation for Inter-World Tourism and Adventuring is a Public Benefit Corporation
organized the the State of Florida, in the United States, with corporate
information at https://ciwta.org/ available for review and
validation at your leisure.
Set with our corporate seal 11 February, 2018:
Appendix B Letter of Authority for Chief Engineer
Corporation for Inter-World Tourism and Adventuring
PO Box 23095
Oakland Park, FL 33307-3095
United States
To Whom it May Concern:
With respect to Mr Bruce-Robert Fenn Pocock, the Chief Engineer of the
Corporation for Inter-World Tourism and Adventuring,
Be advised that with the full faith and credit of the Corporation for
Inter-World Tourism and Adventuring (“INTER-WORLD”), the Chief
Engineer is given authority to enter into any contract, sign financial
and legal documents, make deposits and withdrawals, access to lines of
credit, and otherwise act in the name of INTER-WORLD with
broad discretion.
This office is at-will and indefinite. The position of Chief Engineer is
a member of the Cadre, seated on the board of Directors of
INTER-WORLD, and equivalent to the position of Chief Technology
Officer, Vice-President, Operations Manager, and/or Chief Information
Officer of INTER-WORLD.
The Corporation for Inter-World Tourism and Adventuring is a Public
Benefit Corporation organized the the State of Florida, in the United
States, with corporate information at https://ciwta.org/ available
for review and validation at your leisure.
Set with our corporate seal 11 February, 2018:
Appendix C Letters of Authority for Captains
Corporation for Inter-World Tourism and Adventuring
PO Box 23095
Oakland Park, FL 33307-3095
United States
To Whom it May Concern:
With respect to Ms Aline Dolan, a Captain of the Cadre of the
Corporation for Inter-World Tourism and Adventuring,
Be advised that with the full faith and credit of the Corporation for
Inter-World Tourism and Adventuring (“INTER-WORLD”), a Captain is
given authority to review all financial or legal documents or contracts,
or make deposits, in the name of INTER-WORLD with broad discretion.
A Captain may not, however, enter into new contracts, make withdrawals
or place demands upon the accounts of INTER-WORLD without further
authorization by the full Cadre.
This office is at-will and indefinite. The position of a Captain is
a member of the Cadre, seated on the board of Directors of
INTER-WORLD, and equivalent to the position of a Vice-President of
INTER-WORLD.
The Corporation for Inter-World Tourism and Adventuring is a Public
Benefit Corporation organized the the State of Florida, in the United
States, with corporate information at https://ciwta.org/ available
for review and validation at your leisure.
Set with our corporate seal 11 February, 2018:
Corporation for Inter-World Tourism and Adventuring
PO Box 23095
Oakland Park, FL 33307-3095
United States
To Whom it May Concern:
With respect to Ms Mariaelisa Greenwood, a Captain of the Cadre of the
Corporation for Inter-World Tourism and Adventuring,
Be advised that with the full faith and credit of the Corporation for
Inter-World Tourism and Adventuring (“INTER-WORLD”), a Captain is
given authority to review all financial or legal documents or contracts,
or make deposits, in the name of INTER-WORLD with broad discretion.
A Captain may not, however, enter into new contracts, make withdrawals
or place demands upon the accounts of INTER-WORLD without further
authorization by the full Cadre.
This office is at-will and indefinite. The position of a Captain is
a member of the Cadre, seated on the board of Directors of
INTER-WORLD, and equivalent to the position of a Vice-President of
INTER-WORLD.
The Corporation for Inter-World Tourism and Adventuring is a Public
Benefit Corporation organized the the State of Florida, in the United
States, with corporate information at https://ciwta.org/ available
for review and validation at your leisure.
Set with our corporate seal 11 February, 2018:
Corporation for Inter-World Tourism and Adventuring
PO Box 23095
Oakland Park, FL 33307-3095
United States
To Whom it May Concern:
With respect to Mr Levi McCall, a Captain of the Cadre of the
Corporation for Inter-World Tourism and Adventuring,
Be advised that with the full faith and credit of the Corporation for
Inter-World Tourism and Adventuring (“INTER-WORLD”), a Captain is
given authority to review all financial or legal documents or contracts,
or make deposits, in the name of INTER-WORLD with broad discretion.
A Captain may not, however, enter into new contracts, make withdrawals
or place demands upon the accounts of INTER-WORLD without further
authorization by the full Cadre.
This office is at-will and indefinite. The position of a Captain is
a member of the Cadre, seated on the board of Directors of
INTER-WORLD, and equivalent to the position of a Vice-President of
INTER-WORLD.
The Corporation for Inter-World Tourism and Adventuring is a Public
Benefit Corporation organized the the State of Florida, in the United
States, with corporate information at https://ciwta.org/ available
for review and validation at your leisure.
Set with our corporate seal 11 February, 2018:
Footnotes
eg, spouse’s parent, or parent’s spouse, et al
For reference: As of August, 2017, the value for the
Miami-Fort Lauderdale area was 255.898, yielding a Petty Cash Limit of
$25.59 + $5 = $30.59.
Table of Contents
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