Empowering Women In Need
Bylaws of EmpowerWIN
Approved September 2026
Article I. NAME, PRINCIPAL OFFICE, PURPOSE AND RESTRICTIONS
1.01 Name. The name of the Foundation is the "EmpowerWIN" (the Foundation), a California nonprofit public benefit corporation organized for charitable purposes.
1.02 Principal Office. The Board of Directors (Board) shall determine the location of the principal office of the Foundation.
1.03 Purpose. The specific purpose of the corporation is to provide financial assistance, social support, skill-biulding resources, mentorship, and related services to women in need, with primary focus on the Great Sacramento region (Sacramento County and immediately surrounding communities), so they may achieve greater economic stability, personal independence, and well-being.
1.04 Lobbying. No substantial part of the activities of the Foundation shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided in Subsection (h) of the 501(c)(3) Internal Revenue Code) and the corporation shall not participate in or intervene in (including the publishing or distribution of statement concerning) any political campaign on behalf of, any candidate for public office. Under separate cover, the Board will publish and maintain a procedure governing the Foundation’s involvement in lobbying activities consistent with this section.
Article II. NO MEMBERS
2.01 Membership. Notwithstanding any use of the word “members” in these Bylaws or by the Foundation, this corporation shall have no members within the meaning of the Corporations Code.
Article III. POLICIES
3.01 Formation. The Board may adopt written policies and procedures not inconsistent with these bylaws.
Article IV. BOARD OF DIRECTORS
4.01 Board of Directors. The Board is the Foundation’s governing body and has authority for the policy direction of the Foundation.
4.02 Composition of Board.
The Board shall consist of not less than three (3) nor more than five (5) voting Directors, with the specific number of voting directors being determined from time to time by the Board of Directors. At least one Board seat shall be held for the representative or trustee of the Choudri Family Trust.
Directors should demonstrate commitment to the mission, relevant expertise (finance, social services, community knowledge, fundraising, or lived experience), and willingness to actively govern. Preference shall be given to individuals with ties to the regions the Foundation serves.
4.03 Attendance Obligation. Directors missing three (3) regular Board meetings may be removed from the Board. Participation by conference call is a recognized form of Board meeting attendance, if necessary.
4.04 Term of Office. Director terms shall be two (2) years. A Director may serve up to three (3) consecutive terms, unless extended by the Board for good cause.
4.05 Vacancies. Vacancies shall be filled by majority vote of the Board of Directors.
4.06 Call to Meetings. The Chair, Vice-Chair, or any three Directors may call a meeting of the Board.
4.07 Notice. The Board may hold regular meetings without notice at the time and place for the regular meetings fixed by the Board, and may hold emergency meetings with notice appropriate to the circumstances, if any person authorized to call a meeting determines that an emergency exists and calls an emergency meeting. The Board may hold special meetings upon four days notice by first class mail or 48 hours notice delivered personally, by telephone, email, text, facsimile, or similar electronic communication.
4.08 Quorum. A majority of the number of Directors then in office constitutes a quorum of the Board for the transaction of business.
4.09 Board Action. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board. The Board may adopt rules and regulations which may supplement and interpret these Bylaws and shall be binding and enforceable to the extent they are consistent with the Nonprofit Public Benefit Corporation Law and Section 501(c)(3) of the Internal Revenue Code.
4.10 Annual Budget. The Board shall adopt an annual Foundation budget.
4.11 Audit. An audit of the Foundations’ financial records will be conducted no less than once every two years.
4.12 Action by Unanimous Written Consent Without a Meeting. Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action in the manner specified in the California Nonprofit Corporation Law.
Article V. OFFICERS
5.01 Officers. The Officers of the Foundation are the Chair, Secretary, Treasurer, and such other Officers as the Board may determine.
5.02 Qualifications. All Officers shall be Directors. If the Board designates other officers, it shall specify the qualifications for each office.
5.03 Selection and Term of Office. The Board shall select each of the Officers and provide for the term of office for each.
5.04 Officer Vacancies. The Board may fill Officer vacancies with Directors as it sees fit.
5.05 Duties. The Officers perform those duties assigned to them by the Board, including those duties which the Board shall set forth in specific position descriptions for each Officer. The Chair shall serve as the presiding Officer of the Board. In the absence of the Chair, the Vice-Chair shall serve as presiding officer.
5.06 Executive Director. The Board may employ an Executive Director, with the terms and conditions of employment being specified in an appropriate employment contract. The Executive Director, if any, shall be an invitee to Board and Executive Committee meetings unless excused by the Board of Executive Committee. The Executive Director shall manage the daily activities of the Foundation subject to Board policy and general oversight.
Article VI. EMERGENCY ACTION
6.01 Emergency Action. The Board of Directors or Executive Committee of this Foundation may, to the full extent of and in the manner permitted by Corporations Code Sections 5140 and 5151, take actions and conduct business as may be necessary to protect the interests of the Foundation in the event of an emergency. A written record of all actions taken will be maintained during the emergency period, and all such actions shall be subject to review by the Association, in its sole discretion, upon conclusion of the emergency.
Article VII. COMMITTEES
7.01 Committees. The Board may create committees to which it may delegate various functions; the Board shall provide each such committee with a specific charge or mission statement to include a specific definition of the committee’s authority. Any Director and the Executive Director may elect to be Ex-Officio Members of all committees.
7.02 Meetings. All committee meetings shall conform to the requirements of these Bylaws respecting meetings of the Board with necessary changes in details.
Article VIII. RECORDS AND REPORTS
8.01 Maintenance of Foundation Records. The Foundation shall maintain records in accordance with the California Nonprofit Corporation Law.
Article IX. INDEMNIFICATION AND INSURANCE
9.01 Indemnification. To the fullest extent permitted by the law, the Foundation shall indemnify and hold harmless any agent against any claim arising out of any alleged or actual action or inaction in the performance or non-performance of duties performed in good faith on the Foundation’s behalf. An “agent” for purpose of these Bylaws shall include Directors, Officers, Executive Director, and Employees.
9.02 Insurance. The Foundation shall purchase and maintain insurance to the full extent determined appropriate by the Board on behalf of its agents against any liability asserted against or incurred by the agent arising out of the agent’s status as such.
Article X. DISSOLUTION
10.01 Dissolution. The Board may, upon a two-thirds (2/3’s) majority vote, dissolve the Foundation pursuant to the California Nonprofit Public Benefit Corporations Law. Upon the dissolution or winding up of the Foundation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Foundation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes, and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.
Article XI. AMENDMENT OF BYLAWS
11.01 Amendment of Bylaws. The Bylaws may be amended by a majority vote of the Board, provided that the nature of the proposed Bylaws change was delivered to each director at least twenty (20) days prior to the meeting at which the Bylaws amendment will be considered.