Approved February 11, 2025
Contents
- Article I: Name, Offices, and Purpose
Article I: Name, Offices, and PurposeI.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
Article II: MembershipAxia Women will not have a governing, voting membership. The Board of Directors may 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 maybe determined by the board.
- Article III: Board of Directors
Article III: Board of DirectorsIII.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 the executive director to carry out the initiatives of Axia Women, and in the rare absence of an executive director, hire staff or contractors to carry out Axia's initiatives; 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 ("Board") shall consist of no fewer than four (4) and no more than eight (8) Directors. Above all, Directors shall be women who adhere to the beliefs of the Orthodox Christian faith.
III.D. Other Boards 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.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. Non-Officer Directors may serve for three (3) consecutive full terms of three (3) years each; Non-Officer Board Directors may only be re-elected after an absence from the Board of not less than two (2) years.
III.F. Resignations, Vacancies, and Removal of Directors or Board Members
III.F.1. A resignation by a Director must be communicated to the Board President and must state the effective date of resignation. Any Director or other Board Member who has missed two consecutive Board meetings will be considered to have resigned.
III.F.2. Any Director may be removed with cause, if it is determined to be in the best interests of the organization 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 her non-Board 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 or 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 she shall give advance notice of at least four (4) days to the Directors.
III.H.1.a Prior to each 6-month Board period, everyone on the Board of Directors shall complete a poll to help schedule the date and time of the meeting. The goal is to create a fair system that minimizes scheduling conflicts.
III.H.2. Special meetings of the Board of Directors may be called at any time by request by any two (2) Directors. Special meetings are not subject to the same one (1) week notice requirements of Regular or Annual Board meetings.
III.H.3. Agendas shall be made available to Board Directors no less than one (1) week 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 two (2) weeks prior to the meeting in order to be placed on the official agenda. There will be a "New Business" section on all agendas to accommodate business between the two-week cut-off and the board meeting.
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. 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.6. Each Board Director shall have one (1) vote on all matters and may not assign a 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, a Whistleblower policy, and an Anti-Discrimination and Anti-Harassment policy.
- Article IV: Officers
Article IV: OfficersIV.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 within their potential three terms of office.
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.
IV.H Meeting Structure The President and a rotation of board members will act as co-chairs for all Regular meetings. Co-Chairs will facilitate the meetings, assess sobornost' and values throughout the meetings, and keep time; they determine how they divide these duties. Co-chair to the president will be selected at the previous board meeting.
- Article V: Committees
Article V: CommitteesV.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 comprise 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 the Board, shall maintain good records, and operate with the highest ethical standards.
- Article VI: Staff
Article VI: StaffThe founding Board of Directors anticipated that Axia Women should be an all-volunteer organization for the foreseeable future, with no paid staff. As of September 2024, the Board determined that the organization would begin to hire staff.
The Board of Directors will hire an Executive Director. The Executive Director shall create and maintain distinct job descriptions; she shall also hire and oversee staff, freelancers, and consultants.
- Article VII: Indemnification
Article VII: IndemnificationAxia 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
Article VIII: AmendmentsThese 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.
- Appendix
AppendixTransition Period to a New Organization shall be January 2025-December 2025.
In January 2025, the Board Officers (President, Vice President, and Secretary/Treasurer), will retain their Officer roles even as they acquire staff roles (Executive Director, Director of Operations, and Outreach & Engagement Officer respectively) for no more than three years, while they locate and bring on board their replacements as Directors.