Article I. Name
Pursuant to its Articles of Incorporation, the name of this Corporation is Nationwide Associate
Network hereinafter referred to as “NAN”.
Article II. Purposes
Pursuant to its Articles of Incorporation, the purposes of NAN include operating for the pleasure
and recreation of its members. In furtherance of such purposes, NAN shall provide to its
members programs which include social, sports, service and cultural activities.
Article III. Members
There shall be two classifications of NAN membership: (1) Voting Member, and (2) Non Voting
Member.
Section 1. General.
A. Application for Membership.
Application for membership, regardless of classification, shall be as prescribed by the
Board of Directors (“Board”). Application for membership shall be accompanied by payment of
the specified membership fee. An applicant shall become a member upon acceptance of the
application. The Board may, without amendment of this Code of Regulations, establish or revise
the qualifications, rights and obligations of membership, regardless of classification.
B. Membership and Other Fees.
The annual membership fee and other fees and assessments for each classification of
membership shall be determined from time to time by the Board and shall not be subject to
refund for any reason.
C. Obligations of Membership.
All NAN members, regardless of classification, shall abide by the Articles of
Incorporation, this Code of Regulations and other policies and rules as adopted from time to time
by the Board. No member shall do anything prejudicial to the interest, welfare and purposes of
NAN.
D. Authorized Communications Equipment
For purposes of voting and giving any notice required under this Code of Regulations, the
term “authorized communications equipment” shall mean any communications equipment that
provides a transmission, including but not limited to electronic mail, telecopy, or any electronic
means from which it can be determined that the transmission was authorized by and accurately
reflects the intention of the member or Director involved, and, with respect to meetings, allows
all persons participating in the meeting to contemporaneously communicate with each other.
Section 2. Voting Members.
A. Qualifications.
Voting Members shall be limited to persons who:
(1) Are employed by Nationwide Mutual Insurance Company (“Nationwide”)
or any affiliate, and
(2) Are entitled to receive Nationwide employee benefits as a result of such
employment.
Contractors and Temporary “employees” are expressly excluded from the class of
“Voting Members”.
B. Rights of Voting Members.
All Voting Members shall be entitled to vote on any matter submitted to a vote of the
members of NAN. Other rights and benefits of Voting Members shall be as determined from
time to time by the Board.
C. Termination of Membership.
Membership of a Voting Member shall automatically terminate:
(1) Upon failure to pay the annual membership fee and any other fees and
assessments when due;
(2) Upon ceasing to be employed by Nationwide or any affiliate; or
(3) Upon termination of membership by the Board for any cause that the
Board, in its sole discretion, deems appropriate.
D. Reinstatement.
A member who ceases to be employed by Nationwide or any affiliate and is subsequently
rehired shall be eligible for automatic reinstatement of membership, but only until the end of the
calendar year in which he or she is rehired.
Section 3. Non-Voting Members.
A. At the sole discretion of the Board, Non-Voting Memberships may be granted to
persons:
(1) who are retired employees of Nationwide or any affiliate;
(2) who are at least 55 years of age, and
(3) who were active employees of Nationwide or any affiliate at the time of
their retirement.
or
(4) Who are members of the Board of Directors of Nationwide, or any
Nationwide affiliate, or an immediate family member of such Board
member.
or
(5) Any other person or class of persons that the Board, in its sole discretion,
deems appropriate.
B. Rights of Non-Voting Members
Rights and benefits of Non-Voting Members shall be determined from time to time by the
Board, except that Non-Voting Members shall not have voting privileges nor shall they have the
right to hold any office on NAN’s Board, councils, clubs or leagues.
C. Termination of Non-Voting Membership.
All rights of a Non-voting Member shall terminate upon:
(1) Failure to pay the applicable annual membership fee and any other fees or
assessments when due, or
(2) Ceases to be a Nationwide director, or
(3) Termination of membership by the Board for any cause that the Board, in
its sole discretion, deems appropriate.
Article IV. Fiscal Year
The fiscal year of NAN shall begin on the first day of January and end on the last day of
December of each calendar year.
Article V. Membership Record
A membership record of Voting Members and Non-Voting Members, including the
employee number (if any) and expiration date of membership shall be kept by the Secretary of
NAN. Upon termination of an individual’s membership, regardless of classification, such
individual shall be removed from the membership record.
Article VI. Meeting of Members
Section 1. Annual Meeting.
NAN’s annual member meeting shall be held on such date, time and location as may be
determined by the Board.
Section 2. Special Meeting.
A special meeting of the members may be called at any time or place by the Board, and the
Secretary shall notify the Executive Director, who shall give notice to all members, consistent
with Section 3 below. A special meeting may also be called by a written petition filed with the
Secretary, signed by at least five (5) percent of the Voting Members. Such petition shall state the
specific business to be transacted at the meeting. Upon the filing of the petition, the Secretary
shall notify the Executive Director, who shall give notice to all members, consistent with Section
3 below. If the Executive Director fails to give notice within five (5) business days of receipt of
such petition, any member signing the petition may call the meeting by giving notice in the
manner provided herein.
Section 3. Notice of Meetings of Members.
A written notice of all meetings of members, stating the time, place, and purpose, shall be given
to the members. Publication in member publications of NAN or in any other member written
communications delivered by authorized communications equipment shall be permitted for
delivering notice of a meeting of members. The meeting notice shall be given not more than
forty-five (45) days nor less than ten (10) days before the stated date of the meeting. Any
meeting adjourned pursuant to Section 4 below to another time and place due to lack of a
quorum shall not require further notice other than as stated in the motion of adjournment.
Section 4. Quorum.
Attendance of fifty (50) Voting Members, in person or by proxy, shall constitute a quorum for
the transaction of business at any meeting of members, except as otherwise provided by statute
or by the Articles of Incorporation. However, if at any regular or special meeting or at any
adjournment thereof, such a quorum is not present, then a majority vote of the Voting Members
present in person or by proxy shall constitute a quorum for the purpose of adjourning a meeting
until a quorum competent to act on any matter or proposal is present.
Section 5. Voting.
Each Voting Member shall have one vote on those issues properly presented for a vote at a
properly convened meeting of the members. Voting Members shall be permitted to vote by
written proxy. The act of a majority of the Voting Members at a meeting at which a quorum is
present is an act of the members, unless a greater number is required by statute, or the Articles of
Incorporation. Voting Members shall vote through the use of such authorized communications
equipment or by any other method that is specified by the Board provided that the method
specified is authorized by Chapter 1702 of the Ohio Revised Code.
Section 6. Tally of Votes.
At any meeting of members where a vote is taken, the Executive Director shall tally the votes.
The Executive Director shall report to the Board, in writing, the result of the votes and on any
challenged matter.
Article VII. Board of Directors
Section 1. General.
The corporate power, business, and property of NAN shall be exercised, conducted and
controlled by the Board of Directors, except where action is otherwise required to be taken or
approved by the members by statute, the Articles of Incorporation or this Code of Regulations.
Section 2. Number and Qualifications and Composition.
A. The Voting Members shall elect Directors, each of whom shall be a Voting
Member of NAN. The authorized number of Directors initially shall be nine (9). Without
amendment of this Code of Regulations, the Board may, by resolution, change the authorized
number of Directors as it deems necessary and appropriate for the efficient management of
NAN. However, no such change shall have the effect of removing a Director then in office until
the completion of his or her term in office.
B. The terms of the Directors shall be staggered such that no more than three (3)
Directors’ positions are scheduled for election in any given fiscal year.
C. There shall initially be two classes of Directors, which classifications shall be
designated as Home Office Directors and At Large Directors. There shall initially be five (5)
Home Office Directors and four (4) At Large Directors. Home Office Directors must be
employed in the central Ohio area and elected by Voting Members employed in the central Ohio
area. For purposes of this Code of Regulations, the “central Ohio area” shall mean Franklin
County, Ohio and its contiguous counties. At Large Directors must be employed outside of the
central Ohio area. Without amendment of this Code of Regulations, the Board may revise these
qualifications and establish new classifications of Directors as it deems necessary and
appropriate. However, no such revision shall have the effect of removing a Director then in
office until the completion of his or her term in office.
Section 3. Nomination and Election.
A. Nomination.
The Board shall appoint a Nominating Committee composed of three (3) Directors and
designate one of those directors to act as committee Chairman. At the call of the Chairman, the
committee shall meet and nominate at least two Voting Members for each expired, expiring or
vacant office. The Chairman shall notify the Board of the names of the nominees.
B. Nominations by Petition.
Nominations may also be made by written petition signed by at least one hundred (100)
Home Office or At Large Voting Members, as applicable for the classification of the Director to
be nominated. Such petition shall be filed with the Executive Director, not less than thirty (30)
days prior to the date on which the election is to be held. The names of all candidates, whether
nominated by the Nominating Committee or by petition of the Voting Members shall appear on
the ballots and all publicity of the election issued by NAN, and shall give the background and
qualifications of each candidate, irrespective of how nominated.
C. Election.
Election of Directors shall be conducted by ballot during the fourth quarter of each fiscal
year. Those candidates receiving the highest number of votes cast for each class of Directors
shall be deemed elected. The requirements of notice to the members shall be the same as stated
in Article VI, Section 3 of this Code of Regulations for notice of meetings of members.
D. Results of Election.
Actual tabulations of elections shall be compiled by the Executive Director and reported
to the President. The President shall then contact all candidates to inform them of the election
results.
Section 4. Term of Office.
Each Director shall serve for a three-year term and until his or her successor is elected, qualified,
and assumes office. The term of office shall run from January 1 to December 31, for three
consecutive years.
Section 5. Vacancies.
By a majority vote, the Board may temporarily fill any Director vacancy, provided that such
interim Director shall serve only until the next regularly scheduled director election. At that
time, the office shall be voted upon by the Voting Members for the unexpired portion of the term
of the Director whose office was vacated.
Section 6. Board Meetings.
A. Regular Meetings.
A regular meeting of the Board shall be set at the annual member meeting and may be
held at such times and places as determined by the Board, with the first meeting being no later
than forty-five (45) days following the adjournment of the annual member meeting of NAN. At
the first Board meeting following the annual member meeting of NAN, regular meetings of the
Board shall be scheduled to be held monthly during each month prior to the next annual member
meeting, at a time and location selected by a majority of the Board, and such schedule shall he
given in writing to each Director. Additional written notice of such scheduled regular meetings
is not required. The President (or, in his or her absence, a Vice-President) shall preside at all
meetings of the Board as stated in Article VIII, Section 2, of this Code of Regulations.
B. Special Meetings.
(1) A special meeting of the Board may be called at any time by at least three
(3) Directors.
(2) Written notice of the time and place of special meetings shall be given to
each Director either by personal delivery, mail, electronic mail, or by any
authorized communications equipment, at least two (2) days before the
meeting.
(3) Any Director may waive notice of the time and place of any meeting of the
Board, either before, at, or after such meeting.
C. Quorum.
A quorum for any meeting of the Board shall be a majority of the Board.
D. Electronic Participation.
Any meeting of the Board may be held through the use of any authorized
communications equipment through which all persons participating can hear each other, and
such participation shall constitute attendance at such meeting.
Section 7. Action Without a Meeting.
A. Any action that may be authorized or taken at a meeting of the Board may be
authorized or taken without a meeting with the affirmative vote or approval of, and in a writing
or writings signed by, all of the Directors who would be entitled to notice of a meeting for such
purpose.
B. Any transmission by authorized communications equipment that contains an
affirmative vote or approval of the Director is a signed writing for the purposes of this section.
The date on which a transmission by authorized communications equipment is sent is the date on
which the writing is deemed signed.
C Any such writing shall be filed with or entered upon the records of the Board
meetings by the Secretary.
Section 8. Resignations.
A. A Director may resign at any time by giving written notice to the President or the
Secretary.
B. A resignation shall take effect immediately or at such other time as may be
specified therein, and the resignation shall become effective upon delivery unless otherwise
specified therein. Acceptance of any resignation shall not be necessary to make it effective
unless so specified in the resignation.
Section 9. Removal.
A. A Director may be removed, with or without cause, at any time by the affirmative
vote of the Directors then remaining in office.
B Any vacancy in the number of Directors by reason of this section may be filled at
the same meeting in the manner prescribed in Section 5 above.
Section 10. Committees of Board of Directors.
A. Committees of Directors.
(1) The Board may, by resolution, create an executive committee or any other
committee of Directors, to consist of one (1) or more Directors, and may
authorize the delegation to any such committee of any of the authority of
the Directors, however conferred, except as may be limited by statute, the
Articles of Incorporation or this Code of Regulations.
(2) The designation of such committees and the delegation thereto of such
authority shall not operate to relieve the Board or any individual Director
of any responsibility imposed by law.
(3) Each such committee shall serve at the pleasure of the Board, shall act
only in the intervals between meetings of the Board, and shall be subject
to the control and direction of the Board.
(4) An act or authorization of an act by any such committee within the
authority delegated to it shall be as effective for all purposes as the act or
authorization of the Board.
B Authority and Manner of Acting.
(1) Committees shall act by a majority of its members at a meeting at which a
quorum is present. A quorum shall be a majority of the committee.
Meetings may be held in person or through the use of authorized
communications equipment through which all persons participating can
hear each other. Committees may act without a meeting by a writing or
writings signed by all of its members who would be entitled to vote at
such meeting.
(2) A committee is authorized to take any action or transact any business
specifically delegated by the Board. If a committee is delegated complete
authority to take a specific action or to transact a specific business matter
by the Board, any such action or business transaction of the committee
pursuant to the delegation of authority shall be as effective for all purposes
as an act or business transaction by the Board.
(3) All committees of the Board shall prepare and file minutes of all
committee meetings with the Secretary to be filed with or entered upon the
records of the Corporation.
C. Term.
Unless otherwise specified by the Board, appointment to a committee shall be for a
period of one (1) year.
D. Committee Chairpersons.
Unless otherwise specified by the Board, the Board shall appoint the chairperson of each
committee.
Article VIII. Officers
Section 1. Officers.
A. The officers shall be a President, one or more Vice Presidents, Secretary,
Treasurer, and such other officers as the Board of Directors may elect from time to time. To
qualify to serve as an officer, an individual must be a Director. Election of officers shall be by a
vote of the Board during the first quarter of the fiscal year, and shall require a majority vote of
the Board for election. Each officer shall hold his or her respective office from January 1 until
December 31, or until a successor is elected and assumes office. More than one office may be
held by the same person.
B. Resignation.
(1) Any officer or assistant officer may resign at any time by giving written
notice to the President or Secretary.
(2) A resignation shall take effect immediately or at such other time as the
resignation may specify, and, unless otherwise specified therein, it shall
become effective upon delivery. Acceptance of any resignation shall not
be necessary to make it effective unless so specified in the resignation.
C. Removal.
(1) Any officer or assistant officer may be removed, with or without cause, at
any time by the affirmative vote of the majority of the Directors.
(2) Any vacancy by reason of this section may be filled at the same meeting
or action in writing of the Board.
Section 2. Duties of Officers.
Each officer shall perform the usual and customary duties of such office, act as liaison between
the NAN members and the Board, and perform such other duties as may be assigned by the
Board. The President (or, in his or her absence, a Vice-President) shall preside at all meetings of
the Board.
Section 3. NAN Records.
The records of NAN shall belong to NAN and shall be made available for inspection by Voting
Members upon reasonable prior written request and to the extent required by law.
Article IX. Executive Director
The Associate Programs Manager, within Nationwide’s Department of Associate Programs or
such other person designated by Nationwide, shall serve as the Executive Director of NAN.
Under the oversight of, and in cooperation with, the Board, the Executive Director shall
administer NAN’s affairs, including administrative and staff management responsibilities, in
compliance with all legal requirements, NAN’s policies, the Articles of Incorporation and this
Code of Regulations.
Article X. Indemnification and Insurance
Section 1. Persons Indemnified.
Except as otherwise provided in this Article X, or as otherwise prohibited by the laws of the
State of Ohio, NAN shall indemnify each person who, by reason of being or at any time having
been a Director of NAN, is named or otherwise becomes or is threatened to be made a party to
any action suit, investigation, or proceeding (or claim or other matter therein), and NAN by
action of the Board may indemnify any officer, employee who is within the scope of
employment or other person as deemed proper. However, if the only liability asserted against a
Director, officer or employee who is within the scope of employment in an action, suit,
investigation, or proceeding (or claim or other matter therein) is pursuant to section 1702.55 of
the Ohio Revised Code, or if it is proved by clear and convincing evidence in a court with
jurisdiction that the act or omission of the Director, officer or employee who is within the scope
of employment for which liability is being asserted in an action suit, investigation, or proceeding
(or claim or other matter therein) was one undertaken with a deliberate intent to cause injury to
NAN or was undertaken with a reckless disregard for the best interests of NAN, any Director,
officer or employee who is within the scope of employment who is the subject of such an action,
suit, investigation, or proceeding (or claim or other matter therein) shall not be entitled to the
indemnification mandated by Article X of this Code.
Section 2. Scope of Indemnity.
Indemnification shall be against any and all costs and expenses (including attorney fees,
judgments, fines, penalties, amounts paid in settlement, and other disbursements) actually and
reasonably incurred by or imposed upon a person indemnified under Article X, Section 1, in
connection with any action, suit, investigation, or proceeding (or claim or other matter therein),
whether civil, criminal, administrative, or otherwise in nature, with respect to which such person
is named or otherwise becomes or is threatened to be made a party by reason of being or at any
time having been a Director, officer or employee who is within the scope of employment or by
reason of being or at any time having been, at the direction or request of NAN (which must have
been specifically noted in a resolution of the Board), a director, trustee, officer or an employee
within the scope of employment.
Section 3. Advancement of Expenses.
Upon the request of a Director who is the subject of an action, suit, or proceeding referred to in
Section 1 above, NAN shall pay the expenses, including attorney’s fees, as they are incurred by
such Director in defending the action, suit or proceeding. Such payment of expenses in advance
of the final disposition of the action, suit, or proceeding shall only be made after receipt of an
undertaking by or on behalf of the Director to repay NAN for the amount spent by NAN if it is
ultimately determined that he or she is not entitled to be indemnified by NAN.
Upon the request of an officer or employee, who is within the scope of employment, who is the
subject of an action, suit, or proceeding referred to in Section 1 above, NAN may pay the
expenses, including attorney’s fees, as they are incurred by such employee in defending the
action, suit or proceeding. Such payment of expenses in advance of the final disposition of the
action, suit, or proceeding may be made after receipt of an undertaking by or on behalf of the
officer or employee to repay NAN for the amount spent by NAN if it is ultimately determined
that he or she is not entitled to be indemnified by NAN.
Section 4. Officer Defined.
For purposes of this Article X, the term “officer” shall mean any officer of NAN who is elected
pursuant to Article VIII, Section 1A.
Section 5. Discretionary Indemnification.
Each request or case of or on behalf of any person other than a Director, officer, or employee
who is within the scope of employment, who is or may be entitled to indemnification, shall be
reviewed by the Board, and indemnification of such person may be authorized by the Board if it
is determined by the Board that indemnification is proper in the specific case.
Section 6. Indemnification Only in Accordance with Law.
Notwithstanding anything to the contrary in this Article X, no person shall be indemnified to the
extent, if any, it is ultimately determined by a court of competent jurisdiction that
indemnification is contrary to applicable law, and, notwithstanding anything to the contrary in
this Code, no person shall he indemnified to the extent, if any, it is determined by the Board or
by written opinion of legal counsel designated by the Board for such purpose that
indemnification is contrary to applicable Ohio law, this Code, or the Articles of Incorporation.
Section 7. Insurance.
To the fullest extent permitted under Section 1702.12(E)(7) of the Ohio Revised Code, and as the
Board may direct, NAN may purchase and maintain insurance, or furnish similar protection, on
behalf of any person who is or at any time has been a Director, officer, volunteer, or other agent
of or in a similar capacity with NAN, or who is or at any time has been, at the direction or
request of NAN, a director, trustee, officer, volunteer, administrator, manager, employee in the
course of employment, member, advisor, or other agent of or fiduciary for any other corporation,
partnership, trust, venture, or other entity or enterprise.
Article XI Annual Financial Review
The Board shall require an annual review of NAN’s financial records be conducted and that a
report be given in writing to the Board and made available, upon request, to the membership of
NAN.
Article XII. Amendments
This Code of Regulations may be amended by a majority of the Voting Members present, in
person or by proxy, at any properly convened meeting of the members of NAN at which a
quorum is present, provided a copy of the proposed amendments has been given to the
membership in accordance with the notice requirements of Article VI, Section 3, at least ten (10)
days prior to the meeting date. Amendments may be proposed by twenty-five (25) Voting
Members provided the amendment is filed in writing with the Executive Director at least fifteen
(15) days prior to the meeting date.
Article XIII. Dissolution
In the event of dissolution of NAN, and after the payment of debts of NAN, the remaining assets
shall be distributed as directed by the Board, but only to the extent such distribution is not
inconsistent with Chapter 1702 of the Ohio Revised Code and section 501(c)(7) of the Internal
Revenue Code of 1986 (or an