Approved August 12, 2019
Contents
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.