Network Administration

Structural Organization for State Networks

The following are considerations and steps that may be taken in creating, reorganizing, or conducting a periodic organizational review of the governing body of a state network. This material is intended to be informational only, and it does not constitute legal advice. You should consult with local counsel whenever appropriate.

 Starting a New State Network/Revitalizing Your Network

When a state network is new or revitalizing, the first question is always, “How do we get started?” Below is a list of action steps that are necessary to establish a successful state network:

  • Identify a state chair or co-chairs.
  • Identify one or more presidential sponsors.
  • Identify members for a state planning board.
  • Establish regular communication with your WNEC liaison. (Contact womensnetwork@acenet.edu to find out how to reach your WNEC liaison.)
  • Develop a set of bylaws/policies that addresses membership, organization structure, and succession. Note: Sample bylaws​ and succession planning tips are included in this toolkit. 
  • Establish internal and external communication strategies.
  • Hold a kick-off event for interested women and to recruit institutional representatives.

 ​Determine or Review Organizational Structure

Each state network operates as an independent affiliate of the ACE Women’s Network. While ACE provides some level of nonfinancial support to the ACE Women’s Network, each state network must establish its own organization and identity separate from ACE.

Although state laws vary, there are generally three organizational options available:

  1. Operate as an unincorporated entity (trust or association), which may offer limited or no protection from liability.
  2. Incorporate the organization under state nonprofit corporation guidelines or create another limited liability entity under the relevant state provisions.
  3. Operate within the structure of another nonprofit corporation, such as a unit of a college or university, a philanthropic foundation of a college or university, or a women’s leadership program.

Factors to be considered when deciding whether to organize as a nonprofit under state law:

  • What kind of limited liability protection is available under state law?
  • What is the cost to create and maintain the entity’s status?
  • What record keeping is required under state law?
  • What operational document is needed (e.g., bylaws)?
  • What other documents are needed to comply with state or federal law?
  • Will the organization have members or not? Will they be voting members or not? When will the organization have its annual meeting and election of board members and officers?
  • Will you file as a tax-exempt organization under federal law as well?
  • What are the annual filing requirements to comply with state and federal law?

 Incorporation

​By incorporating, the state organization will have to consider start-up efforts and costs; maintaining the continuity of organizational bank accounts; and record-keeping (including careful taking and maintenance of board minutes to reflect all fiduciary decisions). The state organization must have a formal structure that is described in a “forming document,” and its officers have ongoing legal responsibilities. While these obligations are not onerous and may be executed with the assistance of competent staff, they are necessary in order to obtain the benefits of incorporation under state law.

 ​Sponsored or Hosted by a Nonprofit Organization

The advantage of operating under the auspices of an existing nonprofit corporation is that the professional staff of the hosting organization can perform most of the administrative tasks, such as maintaining accounts and filing tax reports with state and federal agencies. Some state networks, for example, are hosted by the institution of the presidential sponsor. In such instances, there may be staff support and financial support available for the state network as a result of the affiliation with the presidential sponsor.

Foundations usually charge a fee for such administrative services, but they are generally reasonable for the benefit they provide. The challenges of this arrangement begin with identifying an appropriate umbrella organization. All 501(c)(3) corporations have “forming documents” that state their mission and scope. Many do not permit the support of other organizations. Other challenges include alignment with the mission and focus of the organization, control over use of funds, and continuity of the hosting or sponsoring organization.

Information on how to incorporate a nonprofit corporation or how to create another type of limited liability entity can be obtained from your state’s secretary of state. Most secretary of state offices have helpful websites with instructions and forms. Your organizing documents (e.g., certificate of formation, articles of incorporation, trust document, or articles of association) must contain certain required provisions to comply with state law. Additional requirements may be applicable if the organization plans to apply for federal income tax exemption as discussed below, including a purpose clause and a dissolution clause.

 ​Bank Accounts

For new state networks, the need to establish a system for managing the funds of the state network is often a triggering point at which the organization needs to decide how to structure its affairs. For an existing state network, the need to change its system for managing its funds is another point at which the organization should revisit the issue of its organizational structure. As discussed above, there are three common options for organizational structure. The system for managing the state network’s funds depends on which option is selected.

If the state network will operate as an independent organization under option one or two above, the state network will need to open a checking account at a banking institution. The banking institution will require the presentation of a Social Security number or an employer identification number in order to open a bank account. Individuals should not open the state network’s bank account using their personal Social Security number. See instructions on obtaining an employer identification number for an organization within this toolkit.

If the state network operates within the structure of another organization, such as a unit or program of an institution of higher education or community foundation, as discussed in option three above, the funding system will depend on the hosting organization. The state network will need to discuss with the hosting organization the procedure for making deposits, paying expenses, and requesting reports. The state network also will need to discuss with the hosting organization whether the state network can use the hosting organization’s employer identification number or if the state network must obtain its own.

Benefits of Being a 501(c)(3) Nonprofit Organization

In order to exist as a 501(c)(3), an organization must be prepared to fulfill the necessary requirements, including paying the fees associated with filing for the status. State network leaders need to ensure that reporting guidelines, tax filings, etc. are met to maintain the status once it is obtained. There are, however, many benefits to having the status of a 501(c)(3) nonprofit organization, which include:

  • Tax Exemption: Your organization is exempt from federal and state corporate taxes and may be exempt from state sales taxes.
  • Deducibility of Donations: Donors can deduct donations to your organization fromtheir taxes, which may help to increase the number of donations to your state network.
  • Limited Liability Protection: Nonprofit corporations provide their officers (e.g., board of directors) with protection against personal liability for the activities of the organization.
  • Grant Eligibility: Most grants require 501(c)(3) status to be considered for funding opportunities.
  • Legitimacy and Credibility: Recognition as an affiliate of the ACE Women’s Network provides one level of legitimacy. Being recognized by the IRS as a 501(c)(3) provides another layer of validation for your organization.
  • Possible Discounts: Organizations recognized as 501(c)(3) nonprofits have access to discounted postage rates and mailing privileges. Additionally, some media outlets offer free or discounted rates for announcements from 501(c)(3) organizations.
How to File for 501(c)(3) Status
Bylaws and Governance

Adopting or Reviewing Bylaws or Operational Documents

You should consult your local state laws to ensure that your organization’s bylaws or other operational documents include the necessary and appropriate provisions. For organizations filing for federal tax-exempt status, no specific provisions are required, except that certain provisions or policies must be included in the operational documents or adopted as separate policies, including purposes and dissolution provisions and conflict of interest policies. The organizational and operational documents should be reviewed annually and updated as appropriate. Review of the documents as part of the annual meeting is recommended. Below are bylaws or other operational document provisions to consider:

 Governing Board or Board of Directors

  1. Determine the optimal number of directors and officers. State law may require a minimum of three directors.
  2. Ensure appropriate representation to reflect the diversity of the organization, considering, for example, types of higher education institutions in the state, geographical regions, ethnicity, etc.
  3. Determine the term of service and the rotation of elections. One model would be nine, 12, or 15 directors divided into three, four, or five classes, each serving a three-year term with the terms of one class expiring each year.
  4. Determine the number of meetings of the board. Typically, states require at least one annual meeting of the full board.

 Members

  1. Members generally are not required for nonprofit organizations by state or federal law. If the organization has members, the role, voting rights (if any), and powers of the members, including what actions must be voted on by the members, should be included in the organizational or operational documents.
  2. If the organization has members, determine the number of meetings of the members. Typically, states require at least one annual meeting of the members if the organization has members. This meeting may be on the same day as the board’s annual meeting but generally must be a separate meeting.

 Officers

  1. ​Determine the offices and regular duties of each office necessary to operate.
  2. Typically, the officers are elected by the directors.
  3. Directors may hold multiple offices, but state law may prohibit the same person from holding two specific offices, such as president and secretary.
  4. Determine the duties and powers to be delegated to each officer and what action will require a vote of the board.
  5. While directors and officers of state networks generally do not receive any compensation, the organization may pay officers or staff a reasonable compensation—the amount that would ordinarily be paid for like services by like organizations under like circumstances as of the date the compensation arrangement is made. Excessive compensation may result in excise taxes on both the individual and the organization and may jeopardize the organization’s tax exemption.

 Committee Structure

  1. Determine the number and purpose of committees. Typically, the bylaws or organizational document will name and describe the duties of the permanent or standing committees and provide for the appointment of additional ad hoc committees as needed.
  2. Determine the leadership and membership of each committee. Issues include:
    1. Must the chair be a member of the board?
    2. Will the chair be elected by the board or appointed by the president or chair of the board? • How many members will each committee have and what will be its term of service?
    3. How are the members selected?
    4. What are the duties of each committee?
    5. Will authority to act on behalf of the organization be delegated to the committee or must all action be approved by the board upon recommendation by the committee?

 Institutional Representatives (IRs)

  1. Each state network is expected to have IRs or be in the process of creating and increasing a system of IRs.
  2. Each state network should determine the method of selection, appointment, or election of its IRs.
  3. Determine the role and duties or expectations of the IRs. Please see ACE Women’s Network page.

Examples of State Network Governance Structure

State networks operate as independently managed affiliates of the ACE Women’s Network. Each state network determines the governance and organizational structure under which it will operate. In general, state networks will have elements that align with the historical four-part model for leading state networks. However, the exact governance structure will vary from network to network. Here are a few examples of governance structures from some of the state networks:

 DE

Delaware ACE Women’s Network

Delaware’s state network has an Executive Committee, which is composed of the following roles:

Officers
Committee chairs
Institutional representatives (may or may not be a committee chair/co-chair)

 GA

Georgia Association for Women in Higher Education

The Georgia Association for Women in Higher Education (GAWHE) has an officer structure that consists of the following roles:

President
Vice president for programs
Vice president for membership services
Vice president for communications and outreach
Secretary
Treasurer
ACE Women’s Network state coordinator
Presidential sponsors and institutional representatives

 ​MI

​Michigan ACE Women’s Network

The Michigan ACE Women’s Network has an Executive Board. Officers within the Executive Board include:

State chair
Chairs and co-chairs of committees
Incoming chairs/co-chairs
Institutional representatives
Treasurer
Finance
Chairs emeritae

 ​NY

​New York Women’s Network

New York’s state network has an Executive Board with the following roles:

Chair
Associate chair
Secretary
Treasurer
Information officer
Public relations officer
Special events
Chair emerita

 ​NC

​North Carolina Women’s Network

The board leadership of the North Carolina ACE Women’s Network includes:

State chair
State chair-elect
Treasurer
Secretary
Board members

 PA

Pennsylvania ACE Women’s Network

Pennsylvania’s state network has a leadership structure that consists of an executive planning team, a state planning board, and presidential sponsors.

The Executive Planning Team has five officer roles:

President
Vice-president
Past-president (ex-officio)
Treasurer
Secretary

The Executive Planning Board consists of institutional representatives and the state chair.

State Network Logos

ACE provides a logo to each state network to use to denote that it is part of the larger ACE Women’s Network. If a state network has already developed its own logo, the network may continue to use it the existing logo. However, the network should display the ACE Women’s Network logo and the existing state network logo side by side when promoting events, on its website, etc. In these cases, if the ACE Women’s Network logo is also displayed, we ask that both logos be displayed in the same size and both in color or in black and white (to maintain consistency).

Before using a logo, please review the Policy for Usage of ACE Women’s Network Logo (PDF). To access your state network’s logo, visit the ACE Women’s Network Directory. Click on your state, and you will see the option to download the logo.

ACE State Network Vitality

​The ACE Women’s Network Executive Council (WNEC) commissioned research in 2015 to determine the elements that best define the vitality of a state network. ACE and the WNEC have used the resulting key performance indicators (KPIs) to identify active and vibrant state networks. The KPIs have also helped determine which state networks needed additional guidance or support to ensure they maintained their status as active affiliates of the ACE Women’s Network.

Below are the KPIs associated with a well-established, vibrant, and active state network. They are listed in order of significance as identified by state chairs and WNEC member feedback.

​KPI 1: The State Network has a state chair.
​KPI 2: The State Network has a functioning board/steering committee/planning group.
​KPI 3: The State Network has one or more presidential sponsors.
​KPI 4: The percentage of institutional representatives relative to the number of higher education institutions in the state.
​KPI 5: The State Network has well defined bylaws/policies.
​KPI 6: The State Network has a succession plan in place.
​KPI 7: The State Network has well-established internal communication strategies.
​KPI 8: The State Chair has regular communications with her WNEC liaison.
​KPI 9: The State Network has well-established external communication strategies.
​KPI 10: The State Network held a kick-off (or annual) event.


The State Network Vitality Dashboard was developed by Patricia Burlaud, former state chair of the New York State ACE Women’s Network, Inc., and Concetta Stewart, Women’s Network Executive Council emerita member. ACE is grateful for their leadership and collaboration to identify the key performance indicators of an active and vibrant state network.

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