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DigitalEve Bylaws

ARTICLE 1
Name and Offices

1.1 DigitalEve is registered as a 501(c)(6) in the State of Washington, a non-profit corporation.
1.2 The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors ("Board") may designate. The Corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the corporation may require from time to time.

ARTICLE 2
Purpose

The purposes for which this Corporation is formed consist of the following

2.1 Digital Eve is an international women's organization dedicated to proactively helping women of all ages and cultures pursue technology careers and to make a positive difference in new media.
2.2 To network locally and internationally (face-to-face and online) so that we can share new media knowledge and opportunities.
2.3 To mentor one another to succeed professionally and learn together to use the latest technology.
2.4 To value the power of creating a fun and supportive group that respects women and champions the importance of their contributions in the field of new media.

ARTICLE 3
Membership

3.1 Membership: The Board shall provide by resolution any types of membership, criteria and dues for membership.
3.2 Criteria: The criteria for membership in DigitalEve is as follows:
DigitalEve membership is open to any woman or man ages eighteen (18) or above who:
A. Supports the goals and objectives of DigitalEve as specified in DigitalEve's Bylaws, and mission statement; and/or
B. Volunteers time to help run a DigitalEve chapter or support DigitalEve HQ's activities.
3.3 Voting: Members shall have no voting rights with respect to the corporation. Members may have certain rights for voting locally on chapter issues, as provided by chapters.
3.4 Termination of Membership: Members of DigitalEve may be terminated by a vote of the majority of a Peer Review Committee or the Board of Directors. The Board of Directors, or Peer Review Committee, may terminate any member for any reason if it determines, within its sole discretion, that such termination would be in the best interest of DigitalEve; including without limitation, for any member's violation of these Bylaws or any manual of DigitalEve. Any membership dues paid by a terminated member will not be refunded by DigitalEve.
3.5 Reinstatement: On written request signed by a former member and filed with the Steering Committee, by the affirmative vote of a majority of the Steering Committee, a member may be reinstated to membership on such terms as the Steering Committee may deem appropriate.

ARTICLE 4
Chapters

4.1 Chapter Structure and Responsibilities: The intent of DigitalEve is to foster creative, autonomous chapters around the world while maintaining an overall level of consistency in scope of activities supporting DigitalEve's mission.
Chapters of DigitalEve shall conform to all items specified in the DESK (DigitalEve Starter Kit), unless specific exemption or modification has been granted by the Board. Any such exemption will be in writing and signed by the acting Regional Director and/or the Executive Director.



4.2 Approval: Chapters of DigitalEve shall be approved according to the terms of chapter selection and approval by the Chapter Relations team.
4.3 Chapter Rules and Regulations: The members of a newly approved DigitalEve Chapter shall adopt rules and regulations (hereinafter called "Chapter Rules and Regulations") for its own government not inconsistent with its charter, the bylaws of DigitalEve or any Board Rules and Regulations.
Each chapter shall file with the head office of DigitalEve all agreement requirements as listed in the DESK within thirty (30) days following such adoption or making, as the case may be. The Board will determine whether or not the Chapter Rules and Regulations are consistent with the Chapter Charter, the Bylaws of DigitalEve and the Board Rules and Regulations. In the event that the Board determines that a Chapter Rule or Regulation is not consistent, the Chapter shall withdraw or amend such Chapter Rule or Regulation as directed by the Board.
4.4 Authority: A Chapter has authority to deal with matters of local interest in a manner consistent with the objectives and general policies of DigitalEve. No Chapter or member thereof shall incur any debt, liability or other obligation in the name of DigitalEve without the express consent of the Chapter Leader and in accordance with the Board Rules and Regulations.
4.5 Termination: The Executive Management Team may suspend Chapter leadership for such period of time as is necessary to examine the conduct of its affairs or its lack of activity and may, after giving members of the Chapter a fair hearing and if the circumstance warrant, revoke its charter. Upon such revocation, the members of the Chapter concerned shall cease to be members of DigitalEve.

ARTICLE 5
Board of Directors

5.1 General Powers: The activities, property and affairs of DigitalEve shall be managed by its Board of Directors who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by statute, by the Articles of Incorporation or by these Bylaws.
5.2 Board Rules and Regulations: The Board may from time to time enact rules and regulation (hereinafter called "Board Rules and Regulations") governing the organization and operation of DigitalEve Chapters.
5.3 Composition of the Board: The Board shall consist of not less than five (5) nor more than fifteen (15) Directors. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.
5.4 Qualifications: The senior staff member of the corporation shall sit on the Board as an ex officio non-voting Director. All Directors must be individual members of DigitalEve in good standing and must be eighteen (18) or more years of age.
5.5 Elections: The Board shall consist of no more than forty percent 40% of Directors elected by the Chapter leaders. The remaining sixty percent (60%) shall be elected by the Board from a list of candidates recommended by the nominating committee. All Chapter Leaders in good standing shall have the right to vote for Directors. The election of Directors may be conducted in such a manner as the Board of Directors shall determine by resolution. Candidates for Director positions shall be recommended by the nominating committee, including pertinent information concerning their ability to fulfill the duties of Director, including all previous Director and officer positions served for DigitalEve.
5.6 Annual meeting: The first annual meeting of DigitalEve shall be held within one (1) year from the date of the adoption of these bylaws. Thereafter all annual meetings of Chapter Leaders shall be held each year at a date, time and place, within or without the State of Washington, as specified by the Board of Directors.
5.7 Quorum and Manner of Acting: An officer of DigitalEve shall chair the annual meeting. A quorum shall consist of seventy five percent (75%) of the active Directors in good standing. If less than seventy five percent (75%) of the Directors are represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.
5.8 Proxy: Any member may assign voting and speaking privileges to a proxy agent, by sending written or electronic notification to the Secretary or to the President at least fourteen (14) days prior to the meeting for which the proxy is valid. The proxy must contain a signature (which may be in electronic form as approved by the Board). Authenticated participation in the business of such a meeting, such as a vote, shall count as attendance. Meetings shall be governed by such rules as may be determined by the Board or the presiding officer.
5.9 Terms: Each Director shall hold office for a one-year term.
5.10 Vacancies: From time to time vacancies may occur in the Board. Such vacancies may, as long as there is a quorum of Directors then in office, be filled by the Directors if they shall see fit to do so; and any Director appointed to fill any such vacancy shall hold office for the unexpired term of the Director who ceased to be a Director and who caused such vacancy.
5.11 Board Responsibilities: The authority of DigitalEve to govern and manage the affairs of DigitalEve shall be vested in the Board of Directors. All the powers, duties and functions of the Corporation conferred by the Articles of Incorporation, these Bylaws, state statutes, common law, court decisions or otherwise shall be exercised, performed or controlled by the Board of Directors.
  5.11.1 The Board of Directors shall be responsible for the advice and approval of the management, affairs and property of DigitalEve as needed by the Executive Management Team. Under no circumstances, however, shall any actions be taken which are inconsistent with the Articles of Incorporation or these Bylaws.
  5.11.2 The Board of Directors shall be responsible for fundraising and carry out fiscal responsibilities to ensure that DigitalEve continues to operate.
  5.11.3 The Board of Directors shall plan and approve planning for long-range strategy.
  5.11.4 The Board of Directors is authorized to employ such person or persons, including an Executive Director or officer, attorneys, trustees, agents and assistants, as in its judgment are necessary or desirable for the administration and management of the Corporation, and to pay reasonable compensation for the services performed and expenses incurred by any such person or persons.
  5.11.5 The Board of Directors shall be committed to raising the profile of the organization in their individual speaking opportunities and engagements with the press.
  5.11.6 The Board of Directors may, from time to time, appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the purposes and functions of DigitalEve.
  5.11.7 The Board of Directors shall act as a resource for professional services, as needed.
5.12 Resignation: Any Director may resign at any time by delivering written notice to the President of the Board or the Secretary at the registered office of the corporation, or by giving oral or written notice at any meeting of the Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
5.13 Removal: Any Director may be removed from office, with or without cause, by the affirmative vote of a two-thirds (2/3) majority of the Directors present at a duly called meeting, provided that notice for such meeting must be sent to all Directors via mail, or electronic mail or facsimile no less than five (5) and no more than thirty (30) days in advance of such meeting, and stating that removal of such Director is to be on the agenda.

ARTICLE 6
Meeting of the Board of Directors

6.1 Regular Meetings: Regular meetings of the Board of Directors, shall be held at such times and places and for such duration as may be fixed from time to time by resolution adopted by the Board and communicated to all Directors. Except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws, any and all business may be transacted at any regular meeting.
6.2 Quorum: Two-thirds (2/3) of the number of Directors in office shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
6.3 Manner of Acting: The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of the greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law.
6.4 Rules: Meetings of the Board of Directors shall be governed by Robert's Rules of Order.
6.5 Presumption of Assent: A Director of the corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
6.6 Meetings by Telephone: Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
6.7 Special Meetings: Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of any two Directors, or, in the case of a committee meeting, by the chairman of the committee. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board or committee meeting called by them.
6.8 Notice of Special Meetings: Special meetings of the Board of Directors may be called at any time upon request of a senior staff member or any two Directors, provided that any such request shall specify the purpose of the meeting. Notice for such meeting must be sent to all Directors via mail, or electronic mail or facsimile no less than two (2) and no more than thirty (30) days in advance of such meeting. Special meetings may only take action on item(s) specified in the notice of the meeting.
6.9 Waiver of Notice: Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time state therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.

ARTICLE 7
Committees of the Board of Directors

7.1 Power: The Business and affairs of DigitalEve shall be managed by the Board of Directors. The Board may appoint committees for any purpose, including an executive committee that may exercise any of the authority of the Board.

ARTICLE 8
Officers

8.1 Compensation: No compensation shall be paid to any Director for services as a member of the Board, as an elected Board officer or as a member of any committee or council. Directors may be reimbursed for expenses incurred on behalf of DigitalEve.
8.2 Number and Qualifications: The officers of the corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board. Other officers and assistant officers may be elected or appointed by the Board; such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person, except the offices of President and Secretary.
8.3 Election and Term of Office: The officers of the corporation shall be elected each year by the Board at the Annual Meeting of the Board. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected.
8.4 Resignation: Any officer may resign at any time by delivering written notice to the President, a Vice President, the Secretary or the Board, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
8.5 Removal: Any officer or agent elected or appointed by the Board may be removed from office by the Board whenever, in its judgment, the best interests of the corporation would be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
8.6 Vacancies: A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.
8.7 President: The President is the senior elected Board officer. The President shall preside at all meetings of the Board and of the membership and shall oversee the long-term goals and strategies of DigitalEve. He or she shall serve as the liaison between the Board and the Executive Director and shall perform such other duties as determined by the Board.
8.8 Vice President: The Vice President shall perform such duties as may be determined by the Board. The Vice President shall be vested with all powers of and perform all duties of the President in the President's absence or inability to act, but only so long as such absence or inability continues.
8.9 Treasurer: If requested by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board may determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board.
8.10 Secretary: The Secretary shall: (a) keep the minutes of meetings of the members and the Board, and minutes which may be maintained by committees of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the corporation; (d) keep records of the post office address and class, if applicable, of each member and Director and of the name and post office address of each officer; (e) sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board.
8.11 Executive Director: The Executive Director shall be the chief staff officer of DigitalEve and shall be responsible for the day-to-day operations of DigitalEve. The Executive Director shall sign such contracts, documents or instruments in writing as require his or her signature. In addition, he or she shall perform such other duties as may be determined from time to time by the Board. The Executive Director is an ex-officio non-voting member of the Board and Board Special Committees.

ARTICLE 9
Contracts, Checks, Deposits and Funds

9.1 Contracts: The Board of Directors may authorize any officer or officers, or agent or agents, of DigitalEve, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of DigitalEve, and such authority may be general or confined to specific instances.
9.2 Contracts, Documents, or Instruments in Writing: The Term "contracts, documents, or instruments in writing" as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings.
9.3 Checks, Drafts or Orders for Payment: All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness, issued in the name of DigitalEve shall be signed by such officer or officers, or agent or agents, of DigitalEve and in such manner as shall from time to time be determined by resolution of the Board of Directors or the Finance Committee.
9.4 Loans: No loans shall be contracted on behalf of DigitalEve and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
9.5 Fiscal Year. The Fiscal year of DigitalEve shall be January 1 to December 31.

ARTICLE 10
Amendments

10.1 General: These Bylaws may be altered, amended or repealed, or new bylaws may be adopted by an affirmative vote of a two-thirds (2/3) majority of the Board of Directors present at any duly held meeting of the Board.
10.2 DigitalEve shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having and exercising any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote.
   

These Bylaws were adopted by the Board at a duly called meeting held on: March 17, 2001.

Signature:
Print: May Leong, Executive Director, Board of Directors