Axia Women's By-Laws

Nun in front of blue wall in Iasi, Romania

Approved August 12, 2019


Article I: Name, Offices, and Purpose

Article II: Membership  

Article III: Board of Directors 

Article IV: Officers  

Article V: Committees  

Article VI: Staff  

Article VII: Indemnification  

Article VIII: Amendments


Article I: Name, Offices, and Purpose 

I.A. Name 

The name of the Corporation shall be Axia Women.  

I.B. Offices  

The registered office of Axia Women shall be located in the State of Connecticut  at such place as fixed by the Board of Directors upon filing of such notices as  required by law.  

Axia Women may have other offices within or outside the State of Connecticut as  the Board of Directors may determine from time to time.  

I.C. Purpose 

The purpose of Axia Women—its mission—is to be a network by, for, and about  Orthodox women, in the service of Christ, within the context of Orthodox  Christian tradition. Axia Women seeks to serve as an instrument of church  renewal, support, and conciliarity as a nonprofit organization that shall operate in  compliance with Section 501(c)(3) of the U.S. Internal Revenue Service Code.  

Article II: Membership  

Axia Women will not have a governing, voting membership. The Board of  Directors will establish a “benefits membership,” made up of membership fee paying individuals and groups wishing to support the mission of Axia Women  who, in return, receive certain benefits, the particulars of which may be  determined by the board. 

Article III: Board of Directors  

III.A. Power and Authority  

The affairs, properties, and interests of Axia Women shall be managed by its  Board of Directors. The Board shall have full power and authority to act on behalf  of Axia Women, except as specifically stated in the Articles of Incorporation and in  the Bylaws.  

III.B. Duties and Responsibilities  

The Board of Directors shall: ensure that Axia Women remains in good legal  standing and operates as outlined in section 501(c)(3) of the Internal Revenue  Service Code; determine and oversee its initiatives and ensure that they are consistent with its mission; maintain accountability for Axia Women’s assets and  ensure the long-term stability of the organization; hire staff or contractors to  carry out the initiatives of Axia Women as needed; and select new Board  Directors and elect Board officers so as to perpetuate an effective Board.  

III.C. Number and Composition  

The Board of Directors shall consist of no fewer than three (3) and no more than  five (5) Directors.  

III.D. Other Boards  

III.D.1.The Board of Directors may deem it desirable to create an Advisory Board  of Axia Women, which would consist of specialists to advise the organization, but  not serve as Board Directors. The composition and other such matters relating to  an Advisory Board would be determined by the Board of Directors.  

III.D.2. The Board of Directors may deem it desirable to create an Operating Board  of Axia Women, which would consist of specialists who undertake the operations  of the organization, but not serve as Board Directors. The composition and other  such matters relating to an Operating Board would be determined by the Board  Directors. 

III.E. Election and Terms  

III.E.1. The Board of Directors is a self-perpetuating board and it may deem it  desirable to create a committee or appoint a Board Director to lead this effort.  Potential Board Directors may be elected at any Board meeting by a simple  majority.  

III.E.2. Directors may serve for three (3) full terms of three (3) years each. Board  Directors may only be re-elected after an absence from the Board of not less than  one (1) year.  

III.F. Resignations, Vacancies, and Removal of Directors  

III.F.1. A resignation by a Director must be communicated to the Board President  and must state the effective date of resignation.  

III.F.2. Any Director may be removed with or without cause, at any special or  regular meeting of the Board for which the agenda includes notice of the possibility of such removal. Removal must be approved by vote of at least two thirds (2/3) of the Board of Directors.  

III.G. Compensation  

Directors shall not be compensated for their service as Directors. The Board may  vote to approve reimbursement for expenses incurred by a Director in connection  with the performance of his or her duties, including travel expenses.  

III.H. Meetings  

III.H.1. An Annual Meeting of the Board of Directors shall be held during the month of May on a date selected by the Board. The purpose of the Annual  Meeting shall be to elect officers and Board Directors. Other meetings shall be  scheduled by the President, in which case he or she shall give advance notice of at  least four (4) days to the Directors.  

III.H.2. Special meetings of the Board of Directors may be called at any time by the  President or by request by any two (2) Directors.  

III.H.3. Agendas shall be made available to Board Directors no less than one (1)  day prior to meetings. To appear on the agenda of the Annual Meeting or a  Regular Meeting, any item for discussion must be submitted to the Board  President three (3) days prior to the meeting in order to be placed on the official  agenda.  

III.H.4. Meetings may be held in person, electronically, or some combination of  the above. A Director may attend any meeting via video, speakerphone, or  conference call so long as all persons participating in the meeting can hear each  other at the same time.  

III.H.5. Notice of a meeting of the Board of Directors may be waived in writing by  a Director either before or after the meeting. Attendance at a meeting constitutes  waiver of notice of that meeting, except where a Director attends a meeting for  the express purpose of objecting to the transaction of business because the  meeting is not lawfully called or convened. If all of the Directors are present at  any meeting of the Board of Directors, no notice shall be required and any  business may be transacted at such meeting. 

III.H.6. At all meetings of the Board, a simple majority of the Directors shall  constitute a quorum for the transaction of business. If less than a majority of the  Directors is present, the meeting may be adjourned.  

III.H.7. Each Board Director shall have one (1) vote on all matters and may not  assign proxy in the case of an absence.  

III.I. Board Action outside of Board Meetings  

The Board may take action outside of a meeting if consent is obtained from all  Board Directors using electronic means (conference call, email, etc.). A written  record of this Board action shall be filed with the next Board meeting’s minutes.  

III.J. Board Policy  

The Axia Women Board shall be free to set policy for Axia Women that shall be  recorded by the Secretary. At minimum, all Directors shall adhere to a Conflict of  Interest policy, Whistleblower policy, and an Anti-Discrimination and Anti Harassment policy.  

Article IV: Officers  

IV.A. Officers  

The officers of Axia Women shall be a President, a Vice President, a Secretary, and  a Treasurer. All officers shall be elected for terms of three (3) years by the Board  of Directors at the Annual Meeting, and on the off years of their terms all officers  will be affirmed by the Board of Directors at the Annual Meeting. All Officers must  be Directors of Axia Women. Officers may be reelected indefinitely.  

IV.B. Removal of an Officer  

Any officer may be removed by the Board of Directors whenever, in the Board’s  judgment, doing so would serve the best interests of Axia Women. An affirmative  vote of two-thirds (2/3) of the entire Board of Directors shall be required for  removal of an officer.  

IV.C. Vacancy  

A vacancy in an office shall be filled by a current Director by vote of the Board of Directors and shall serve for the unexpired portion of the term. 

IV.D. President  

The President shall: prepare meeting agendas and preside at all meetings of the  Board of Directors, have general supervision of the affairs of Axia Women,  including the implementation of its programs, conferences, and initiatives, the  authority to execute all official papers, checks, documents, contracts, and other  written instruments necessary to carry out the initiatives of Axia Women, and  speak on behalf of Axia Women to the public.  

IV.E. Vice President  

The Vice President shall: perform all of the duties and exercise the powers of the  President should the President be unable to serve, and have such powers and  perform such duties as may be assigned by the President or the Board.  

IV.F. Secretary  

The Secretary shall: ensure secure keeping of all records including Board policy,  bylaws, and minutes of the Board meetings, including attendance at meetings.  

IV.G. Treasurer  

The Treasurer shall: be the principal financial officer of Axia Women, serve as the  chair of the Finance Committee, oversee the management of all funds and  securities of Axia Women, be authorized to write checks relating to Axia Women’s  board-approved initiatives.  

Article V: Committees  

V.A. Board Committees  

The Board of Directors may by resolution establish committees and appoint either  Directors or members who are not Directors of the Board, or both, to serve on  Board committees. Such committees shall be overseen by the Board.  

V.B. Finance Committee  

The Finance Committee shall be a standing committee, and it shall be comprised  of at least the President of the Board and the Treasurer of the Board, who shall  also be the Chair of the Finance Committee, and preferably one other member. It  shall oversee all financial considerations of Axia Women, shall report regularly to 

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the Board, shall maintain good records, and operate with the highest ethical  standards.  

Article VI: Staff  

The founding Board of Directors anticipates that Axia Women shall be an all volunteer organization for the foreseeable future, with no paid staff. If and when  staff are employed, it is expected that this Article in these Bylaws shall then be  amended to define the distinct roles of the staff, and concordant changes shall be  made to Article IV to refine the roles of the Board in light of having a staff. Until  that time, it is understood that the Officers of the Board shall perform many of  the duties of an Executive Director and other traditional staff roles.  

Article VII: Indemnification  

Axia Women shall, to the extent legally permissible, indemnify each person who  may serve or who has served at any time as a Director or employee of Axia  Women against all expenses and liabilities, including, without limitation, counsel  fees, judgments, fines, excise taxes, penalties and settlement payments,  reasonably incurred by or imposed upon such person in connection with any  threatened, pending or completed action, suit or proceeding in which he or she  may become involved by reason of his or her service in such capacity; provided  that no indemnification shall be provided for any such person with respect to any  matter as to which he or she shall have been finally adjudicated in any proceeding  not to have acted in good faith in the reasonable belief that such action was in the  best interests of Axia Women; and further provided that any compromise or  settlement payment shall be approved by a majority vote of a quorum of  directors who are not at that time parties to the proceeding.  

Article VIII: Amendments  

These Bylaws may be altered, amended, or repealed by the Board of Directors by  vote of two-thirds (2/3) of the Directors provided that notice of the intention to  alter, amend, or repeal the Bylaws be given to the Directors not less than five (5)  days prior to the date of the vote, and provided that no amendment shall  authorize the Directors to conduct the affairs of Axia Women in any manner or for  any purpose contrary to the provision of Section 501(c)(3) of the Internal Revenue  Code.