Upwardly Global

“The organization amended article 5 of its bylaws regarding membership rights, termination, transfer, meetings, voting and quorum, following its agreement with alight.”

“The organization has two classes of members, class a members and class b members.”

“Members have the power to appoint members of the governing body.”

“All members have the right to vote on the following: disposition of all or substantially all of the corporation's assets, merger terms and amendments to those terms, and, on any election to dissolve the corporation.”

“The responsibility for the formal review of the form 990 lies with the, finance committee of the board of directors of the organization, with the full board accepting or rejecting the recommendation of the finance committee. With the support and input from the organization's cpa firm, management completes and reviews the form 990 before formally presenting it to the finance committee for review. In collaboration with management, the finance committee directs relevant edits or changes to be made by the organization's cpa and does a final approval after all changes are finalized. After the finance committee approves the form 990, they submit it to the full board to accept or reject the recommendation. The approval of the form 990 is recorded in the finance committee meeting notes, and the acceptance of the full board is recorded in board meeting notes.”

“Upwardly global has implemented an annual conflict of interest signoff process for all employees and directors. This procedure ensures that all officers, directors and key employees maintain independence with the organization on an annual basis. Within the past year, the organization has required all new employees to certify that no conflicts exist. These responses are monitored by human resources. Procedures for addressing the conflict of interest: (a) an interested person makes a presentation at the governing board or committee meeting, but after the presentation, he/she leaves the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. (b) the chairperson of the governing board or committee, if appropriate, appoints a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (c) after exercising due diligence, the governing board or committee determines whether upwardly global can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (d) if a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee determines by a majority vote of the disinterested directors whether the transaction or arrangement is in upwardly global' best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it makes its decision as to whether to enter into the transaction or arrangement. 2. Violations of the conflicts of interest policy: (a) if the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it informs the member of the basis for such belief and affords the member an opportunity to explain the alleged failure to disclose. (b) if, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it takes appropriate disciplinary and corrective action. In addition, everyone who signs the annual coi attestation will list their possible conflicts. Finance, the executive leadership team, and the finance committee will receive the list(s). All will be tasked with ensuring the conflicted party is excluded from transactions that would be affected by the relationship.”

“In 2018, with the introduction of the new president & ceo, an independent compensation survey was commissioned to ensure that upwardly global is paying a competitive salary when compared to its peer organizations. Also in 2018, the organization conducted an internal evaluation of compensation for all positions in the organization, including the top management positions. A review of the assessment was completed and a compensation range was set and approved by the executive committee and finance committee of the board for performance increases in fy19. The last compensation review took place in september 2018. In 2018, the organization conducted an internal evaluation of compensation for all positions in the organization. A review of the assessment was completed and a compensation range was set and approved for performance increases in fy19. These reviews were performed and reviewed by hr and the ceo.the assessment identified the need for some one-time salary adjustments in positions with salaries below market range. Increases were approved in the 2019 budget by the board and implemented in early 2019.”

“The organization makes its governing documents and conflict of interest policy available upon request. The audited financial statements are available on the website.”