Branch Bylaws

BYLAWS of THE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN
of Huntsville Branch

 

ARTICLE I. NAME AND GOVERNANCE

Section I. Name. The name of the organization shall be the American Association of University Women Branch of Huntsville, Alabama, hereinafter known as the “Organization.”

Section 2. Governance. The Organization shall comply with the requirements of AAUW and federal, state, and local law. The bylaws of the Organization shall in no way conflict with the AAUW bylaws and/or policies.

 

ARTICLE II. PURPOSE

Section 1. Purpose. The purpose of AAUW is to advance equity for women and girls through advocacy, education, philanthropy, and research. The purpose of the Organization is to further AAUW purposes and policies.

Section 2. Policies and Programs. In keeping with this purpose, the Organization shall promote equity, education, and development of opportunities for women and girls that enable them to realize their full potential.

The branch shall:

  1. Contribute to the growth and advancement of AAUW and AAUW Funds;
  2. Participate in development and promotion of AAUW policies and program through study, action and public policy advocacy in areas related to its purpose, including community, cultural interests, education, and international relations;
  3. Cooperate in AAUW state work;
  4. Cooperate with local organizations in projects that support AAUW goals;
  5. Support branch needs and promote positive societal change in the community.

ARTICLE III. USE OF NAME

Section 1. Policies and Program. The policies and program of AAUW shall be binding on all members, and no member shall use the name of AAUW to oppose such policies or program. Established channels may be used to change a policy or program.

Section 2. Proper Use of Name and Logo. The name and logo of AAUW may be used only by individuals and groups acting in a lawful and ethical manner, consistent with AAUW policies and procedures. Use of the AAUW name and/or logo requires all AAUW states, multistate organizations, branches, comparable AAUW-affiliated entities, and any other nonprofit entity allied with any of these AAUW entities to comply with all applicable state and federal laws and regulations. This includes timely filing of tax documents with the appropriate government agencies and sending the signed AAUW Affiliate Agreement, current bylaws, and incorporation documents (if applicable) to be maintained at AAUW headquarters as required by the IRS. Sanctions for misuse of name, including loss of AAUW affiliation, may be imposed by the AAUW Board of Directors, especially in regard to any statement or action that misrepresents or jeopardizes the tax status of AAUW.

Section 3. Individual Freedom of Speech. The freedom of speech of the individual member to speak a personal opinion in the member’s own name is not abridged.

 

ARTICLE IV. MEMBERSHIP AND DUES

Section 1. Composition. The membership of AAUW shall consist of individual and partner members.

Section 2. Qualified Institutions. Qualified institutions are educational institutions that offer recognized associate, baccalaureate, or higher degrees and that have full regional accreditation or appropriate professional association approval.

Section 3. Basis of Membership.

  1. Individual Member.

(1)        Eligibility. A graduate holding an associate or equivalent, baccalaureate, or higher degree from a qualified educational institution shall be eligible to receive admission to AAUW membership; such membership shall be granted upon payment of AAUW dues. The provisions set forth in this section are the sole requirement for eligibility and admissibility to membership. Refusal to admit an eligible graduate to branch membership shall result in loss of recognition of a branch.

(2)        Determination of Admissibility to Membership. Any graduate who claims qualification for membership in AAUW and who has been refused admission to membership by an officer of any AAUW-affiliated entity or of AAUW may present credentials to the AAUW Board of Directors for review. The decision of the AAUW Board of Directors shall be final.

(3)        Saving Clause. No individual member shall lose membership due to any change in the status of the educational institution upon which qualification for membership was based.

(4)        Categories of Membership.

(a) A national member is an individual who pays annual AAUW dues and who may or may not belong to a branch, state, or multistate organization or comparable AAUW-affiliated entity. A national member shall be entitled to vote and to serve on AAUW committees and the AAUW Board of Directors.

(b) A branch member is a national member who is also a member of one or more AAUW branches. A branch member shall be entitled to vote, hold office, and participate in all branch activities and programs of each branch where membership is maintained.

(5)        Life Membership.

(a) Paid. An individual member may become a life member upon a one-time payment of 20 years’ dues, based on the amount of AAUW dues the year the member elects to become a life member. Thereafter, the life member shall be exempt from the payment of AAUW dues, but will continue to pay branch and state dues.

(b) Fifty-Year Honorary. An individual member who has paid AAUW dues for 50 years shall become a life member and shall thereafter be exempt from the payment of AAUW dues, including branch and state dues.

(c) Privileges. A life member of AAUW who maintains a membership in one or more AAUW-affiliated entities on an annual basis shall be entitled to AAUW-affiliated entity rights and privileges. A life member of AAUW who does not maintain AAUW-affiliated entity membership shall be entitled to national member privileges only.

  1. Partner Member. College/university partner members are qualified educational institutions, including two-year or community colleges, that pay annual dues to AAUW. Each college/university member shall appoint one or two representatives who shall each have the membership benefits of a national member and any other benefits that accrue to representatives of partner members. A representative of a college/university partner member may choose to affiliate with a state or multistate organization, branch, or comparable AAUW-affiliated entity following the procedures set forth in the state, branch, or comparable AAUW-affiliated entity’s bylaws. To affiliate with a branch a representative shall pay branch and state dues.
  2. Other Partner Members. Other partner members include educational or other institutions and organizations meeting criteria established by the AAUW Board of Directors. Such other partner members are not entitled to vote or hold office but may participate in AAUW activities and programs.

 Section 4. Student Affiliates. An undergraduate student enrolled in a qualified educational institution shall be eligible for student affiliation. Student affiliates shall be entitled to attend branch, state, multistate, comparable AAUW-affiliated entity, and AAUW meetings and receive the publications distributed to all members of AAUW. Student affiliates may not vote or hold office. Fees for student affiliates shall be established by the AAUW, state, and branch Board of Directors.

Section 5. Dues

  1. Amount.

(1)        The annual national dues for individual members shall be established by a two-thirds vote of the AAUW Board of Directors.  Members shall be notified of the intent to consider a change in the dues, the proposed amount, and the rationale for the change at least 60 days prior to the vote.

(2)        Dues for partner members shall be set by the AAUW Board of Directors. Representatives of this partner member that wish to join the branch shall pay branch and state dues.

(3)        The annual branch dues for individual members shall be determined at the April meeting by two-thirds vote of those present and voting, provided notice has been given to the members 30 days prior to the meeting.

(4)        The dues for a branch member shall include national, state, and branch dues.

  1. Payment. AAUW Member dues shall be payable in accordance with procedures established by AAUW and branch policy.
  2. Reciprocity. A current paid member of a branch or comparable AAUW-affiliated entity may transfer membership to another branch or comparable AAUW-affiliated entity without payment of additional dues.
  3. New members. A new member may join the branch at any time. Dues are payable upon joining.  The national [and state] portion of the dues paid by new members for less than a full year is determined by AAUW [and state] policy.  The branch board of directors may set a reduction in branch dues.

Section 6. Severance of Membership. A member may be suspended or dropped from membership for any conduct that tends to injure AAUW or to adversely affect its reputation or that is contrary to or destructive of its mission according to these bylaws, with action taken following policies and procedures adopted by the AAUW Board of Directors.

 

ARTICLE V. NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee.

  1. Composition and Appointment. There shall be a nominating committee of five (5) members, elected or appointed as follows: Before the end of November three members (3) shall be nominated and appointed by the Board, one member being a past president, and two members (2) shall be nominated and elected from the floor at a General meeting. The past president shall serve as the chair.
  2. Terms. The term of service on the nominating committee shall be for one (1) year.
  3. Resignation or Ineligibility. In the event that any member of the Nominating Committee resigns or is proposed as a candidate for office and agrees to stand for nomination, the others on the committee shall continue to serve.

 Section 2. Nominations.

  1. The nominating committee shall prepare a list of nominees to be presented at the branch meeting at least one month prior to the election; and in writing to each member at least two weeks before the election.
  2. Nominations may be made from the floor at the time of the election provided written consent of the nominee has been obtained. Nominations from the floor must be seconded.

Section 3. Elections.

  1. Elections shall be by ballot unless there is only one nominee for a given office, in which case the election may be by a voice vote. Election shall be by a majority vote of those voting.
  2. The elections shall be held at the April meeting.

 

ARTICLE VI. OFFICERS AND DIRECTORS

Section 1. Officers and Directors.

  1. Elected Officers and Directors.

(1)      The elected officers shall be a president, program vice president, membership vice president, AAUW Funds vice president, recording secretary, and treasurer. There shall be co-officers for president, program vice president, membership vice president, and AAUW Funds vice president, with one elected each year.  The recording secretary shall be elected in odd-numbered years and the treasurer in even-numbered years. The branch will provide AAUW with designated contacts for administration and finance.  The branch will designate a member other than the contacts for administration and finance to record the minutes of each branch meeting and branch board meeting.

(2)      The officers shall be installed at the May meeting.

  1. Appointed Officers and Directors. The appointed officers and directors shall be appointed at the discretion of the co-presidents: such as bylaws, diversity, nominating, public relations, public policy, reservations, C/U chair, awards, outreach director and others.

Section 2. Duties. Officers and directors shall perform the duties described by these bylaws. The elected and appointed directors shall facilitate and promote the purpose and mission of AAUW.

  1. Officers shall perform the duties prescribed by these bylaws, branch policies, and by current edition of Robert’s Rules of Order, Newly Revised.
  2. All officers and directors shall submit an annual written report to the president.
  3. The co-presidents shall be the official spokespersons and representatives for the branch and shall

(1)        preside at all meetings of the branch, the board of directors, and the executive  committee;

(2)        appoint, with the approval of the executive committee, the chairs of all task forces and  committees except the nominating committee and those provided for by election, and any additional officers authorized by the branch bylaws;

(3)       serve as an ex-officio member of all committees except the nominating committee;

(4)        call special meetings of the branch in accordance with provisions of the branch by-laws;

(5)        bring the branch Bylaws into conformity with the AAUW Bylaws after each AAUW convention and with the State Bylaws after each State convention;

(6)        ensure the submittal of such reports and forms as required by AAUW and the state.

  1. The co-program vice presidents shall perform such duties as the co-presidents and board shall direct, and shall

(1)        serve as chair of the program committee;

(2)        preside at all meetings in the absence of co-presidents, act in the absence or disability of the co-presidents;

(3)        make arrangements for all regular meetings and the annual meeting;

(4)        arrange at least one open meeting each year.

  1. The co-membership vice presidents shall perform such duties as the co-presidents and board shall direct, and shall

(1)        serve as chair of the membership committee;

(2)        preside at meetings in the absence of both the co-presidents and co-program vice presidents;

(3)        collect all membership dues and remit dues and a report to the treasurer monthly;

(4)        send a copy of the report to the Branch Briefs, event notification, and reservation chairs;

(5)        ensure that a membership directory is available by the November meeting and publish updates monthly until the March meeting.

  1. The co-AAUW Funds vice presidents shall

(1)        educate branch members of the mission and programs of AAUW Funds;

(2)        share the message of AAUW Funds;

(3)        co-ordinate any fund raising events for AAUW Funds and scholarships;

(4)        file reports and send money to the national AAUW Funds in conjunction with the treasurer.

  1. The secretary shall perform such duties as requested by the co-presidents and

(1)        record and keep in custody minutes of all business meetings i.e. branch, board of directors, executive committee;

(2)        have available for reference at all meetings a copy of the branch bylaws, list of officers, representatives of areas of interest and committee chairs and members.

  1. The treasurer shall

(1)        be responsible for collecting, distributing, and accounting for the funds of the branch;

(2)        receive dues and properly remit them to AAUW and the state by the specified deadline;

(3)        ensure monies for AAUW Funds have been sent by the specified deadlines and shall keep separate ledgers for each type of account;

(4)        pay all bills provided for by the budget or verified by a co-president;

(5)        keep an accurate set of books and present them for annual audit;

(6)        serve on the finance committee.

Section 3. Terms of Office.

  1. Terms of Office. Officers shall serve for a term of two years or until their successors have been elected or appointed and have assumed office. They may serve for one additional term, but no member shall hold the same office for more than two consecutive terms. A full term is considered service in office for one-half term or more. No member shall hold more than one board position, elected or appointed, at any given time.
  2. Beginning of Terms. The term of each officer shall begin on July 1. The incoming or continuing co-president may call and hold a meeting of the incoming Board of Directors and/or of the incoming Executive Committee prior to July 1, so long as any vote taken at the meeting includes only those entitled to vote in that body on the date of the meeting. No new incoming member shall be entitled to vote in that body until July 1. This meeting shall be for the purpose of approving appointments and making plans for the coming year.
  3. Removal from Office. An officer or director of the branch may be removed for any reason or no reason by a two-thirds vote at an in-person meeting of the Board of Directors in accordance with policies and procedures adopted by the Board of Directors.

Section 4. Vacancies. All vacancies in office shall be filled for the unexpired term by the Board of Directors.

 

ARTICLE VII. BOARD OF DIRECTORS

Section 1. Members. The elected and appointed officers and directors shall constitute the Board of Directors of this branch. The directory could include bylaws, diversity, nominating, public relations, public policy, reservations, C/U chair, awards, outreach director and others. Any AAUW of Alabama or AAUW officers or chairs shall be non-voting ex-officio members. This branch must have a minimum of two separate officers, one responsible for the management of the Organization and one responsible for the financial affairs. In addition, the Organization shall designate a member other than the contacts for administration and finance to record and make available upon request the minutes of each noticed branch or affiliated entity meeting and board meeting.

Section 2. Powers and Duties. In accordance with the bylaws, the Board of Directors shall have the general power to

  1. provide oversight to ensure the proper administration of the affairs of the branch; carry out its policies, financial administration, and programs; and exercise such powers and perform such acts as permitted by law, AAUW, AAUW of AL, or these bylaws;
  2. appoint standing committee members and such other board and committee members as may be designated;
  3. act for the branch between meetings of the membership;
  4. adopt rules to govern its proceedings;
  5. establish task forces or special committees as needed;
  6. determine date and location for any official meetings of the branch;
  7. have fiscal responsibility for the branch;

Section 3. Delegation of Power. The board may delegate to the Executive Committee such authority as it deems necessary consistent with law.

Section 4. Meetings.

  1. Regular Meetings. Regular meetings of the Board of Directors shall be held at least six times a year at the call of a co-president at such time and place as may be designated. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be considered to be present in person at the meeting. An action of the board will take effect if passed by the majority of the members of the board. Each co-officer shall have one vote.
  2. Special Meetings. Special meetings of the board may be called by a co-president or shall be called upon the written request of four (4) members of the board of directors or six (6) members of the branch.

Section 5. Voting between Meetings. Between meetings of the branch board, a written or electronic vote of the board may be taken at the request of a co-president on any question submitted to the board in writing provided that every member of the board shall have the opportunity to vote upon the question submitted. If a majority shall vote on any question so submitted, the vote shall be counted and shall have the same effect as if at a board meeting.  The result of the vote shall be in the minutes of the next board meeting.

Section 6. Quorum. The quorum for a meeting of the Board of Directors shall be a majority of its voting members.

Section 7. Reports. All directors shall submit an annual written report to the co-presidents.

 

ARTICLE VIII. EXECUTIVE COMMITTEE

Section 1. Members. The Executive Committee of the Board of Directors shall consist of the elected officers of the branch and the immediate past president.

Section 2. Powers and Duties. Subject to the limitations of state law, the Executive Committee shall have the powers and duties prescribed by the bylaws and such duties as may be delegated to it by the Board of Directors. The Executive Committee shall act on matters that may properly come before the Board of Directors in the interim between board meetings, provide for financial review and control of funds as are necessary to assure their safekeeping and complete accounting, and perform such other duties as the board may deem necessary. It is to report to the board its work and actions.

Section 3. Meetings. The Executive Committee shall meet on the call of a co-president or three (3) members of the Executive Committee. An incoming or continuing co-president may call a meeting of the Executive Committee prior to July 1 for the purpose of approving appointments and making plans for the coming year. The Executive Committee may conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting (see state law). A director participating in a meeting by this means shall be considered to be present in person at the meeting. An action of the Executive Committee will take effect if passed by the majority of its members.

Section 4. Voting between Meetings. Between meetings of the Executive Committee, a vote may be taken at the request of a co-president on any question submitted to the committee in writing, provided that every member of the Executive Committee shall have an opportunity to vote upon the question submitted, and all members shall sign a consent in the form of a record describing the action to be taken. Voting will close by a specified time. If all Executive Committee members vote on any question so submitted, the vote, by any means permitted by state law, shall be counted and have the same effect as if cast at an Executive Committee meeting.

Section 5. Quorum. The quorum for a meeting of the Executive Committee shall be a majority of the voting members.

 

ARTICLE IX. COMMITTEES

Section 1. Establishing Committees. The co-presidents may establish standing and special committees as needed with consent by the board.

Section 2. Purpose. With the approval of the board, each standing and special committee shall formulate programs and activities to carry out the mission of AAUW.

Section 3. Reports. All committees shall provide written reports to the Board of Directors for the annual meeting and such other times as requested.

Section 4. Quorum. The quorum for a meeting of any committee shall be a majority of its members (see state law).

 

ARTICLE X. STATE OR MULTISTATE ORGANIZATIONS

Section 1. Structure. Branches and/or comparable AAUW-affiliated entities may establish a state or a multistate organization as they determine necessary, following policies and procedures established by the AAUW Board of Directors. If such a state or multistate organization already exists, such organization will remain in effect until such time as the member branches and/or comparable AAUW-affiliated entities determine that such an organization should no longer exist.

Section 2. Contact. All AAUW-affiliated entities shall provide AAUW with a designated contact for administration and finance. These contacts can be the president and finance officer if that is consistent with the organization’s structure. If the branches or comparable AAUW-affiliated entities within a state or multistate organization elect not to have a state organization or not to be included in a multistate structure, the AAUW Board of Directors, in consultation with the branches or comparable AAUW-affiliated entities in the state, will appoint an administrative contact.

 

ARTICLE XI. BRANCHES

Section 1. Branches and Comparable AAUW-Affiliated Entities.

  1. Branches and comparable AAUW-affiliated entities shall be composed of members of AAUW and shall have been given recognition by AAUW.
  2. Branches and comparable AAUW-affiliated entities may be geographically based or may be virtual, online branches not tied to a geographic area.

Section 2. Organization.

  1. Purpose. Branches and comparable AAUW-affiliated entities shall promote the purposes, program, and policies of AAUW.
  2. Bylaws. Branches and comparable AAUW-affiliated entities shall develop bylaws as meet their needs. However, such bylaws shall not conflict with the AAUW Bylaws or with controlling state law.
  3. Structure. Branches and comparable AAUW-affiliated entities may create such leadership structures as meet their needs. Each branch and comparable AAUW-affiliated entity shall provide AAUW with designated contacts for administration and finance. These contacts can be the president and finance officer if that is consistent with the entity’s structure. Each branch and comparable AAUW-affiliated entity shall also designate a member other than the contacts for administration and finance to record the minutes of each noticed meeting and board meeting

Section 3. Loss of Recognition of a Branch or Comparable AAUW-Affiliated Entity.

  1. The AAUW affiliation status of a branch or comparable AAUW-affiliated entity may be revoked for cause through the affiliation review procedures specified by AAUW policy.
  2. The branch shall have the right to appeal to the AAUW Board of Directors within a designated period.

Section 4. Property and Assets. The title to all property, funds, and assets of a branch or comparable AAUW-affiliated entity is vested in the branch for the joint use of the members, and no member or group of members shall have any severable right to all or any part of such property. The branch or comparable AAUW-affiliated entity shall have complete control of its property and assets, except that such property and assets shall not be used for any purpose contrary to AAUW.

Section 5. Dissolution. In the event of the dissolution of the branch or comparable AAUW-affiliated entity or the termination of its affiliation with AAUW, all assets of the branch or AAUW-affiliated entity shall be transferred and delivered to AAUW or to an AAUW-affiliated entity designated by AAUW. AAUW may solicit and consider recommendations from local leaders before making a designation.

 

ARTICLE XII. ADDITIONAL AAUW ENTITIES

The AAUW Board of Directors may establish informal geographic, issue, or special interest groups and networks to further the mission of AAUW and foster the specific interests and needs of members. In addition, groups of members, branches, state organizations, and/or comparable AAUW-affiliated entities may collaborate with one another for common AAUW purposes following procedures and policies established by the AAUW Board of Directors.

 

ARTICLE XIII. FINANCIAL ADMINISTRATION

Section 1. Administration. The branch’s Board of Directors shall have responsibility to

  1. oversee the administration of finances, including preparation of the budget by September 1 for presentation to the branch;
  2. oversee the management, acquisition, and disposition of the branch’s property and equipment in accordance with the bylaws;
  3. set policies and procedures to maintain financial records as required by AAUW and consistent with generally accepted accounting principles and federal, state, and local laws, including an annual financial review.

Section 2. Fiscal Year. The fiscal year shall be July 1 through June 30.

 

ARTICLE XIV. MEETINGS OF THE MEMBERSHIP

Section 1. Annual Meeting. The branch shall have at least one regular meeting each year in April to be known as the Huntsville Branch’s Annual Meeting to conduct the business of the branch. The Annual Meeting shall include the election of officers and may include the receiving of reports of officers, directors, and committees; and the transaction of any other business as may properly come before it.

Section 2. Membership Meetings. There shall be at least eight general membership meetings each year held between September and May. These meetings are held the first Tuesday night of each month unless otherwise approved by the Board of Directors.

Section 3. Special Meetings. Special meetings may be called by a co-president, by the members of the board of directors, or by the written request of six (6) members of the branch.

Section 4. Notice. Notice of the date, time, place and the business to be brought before the meeting shall be sent to the members in writing at least five (5) days in advance. Only business for which notice has been given shall be transacted.

 Section 5. Voting.

  1. Each member of the branch in good standing shall be entitled to vote on any item of business.
  2. Twenty percent (20%) of the members entitled to vote shall constitute a quorum.
  3. The affirmative vote of a majority of the votes cast shall be necessary for the adoption of noticed business, except that a two-thirds vote shall be required to adopt amendments to these bylaws.

ARTICLE XV. PROPERTY AND ASSETS

The title for all property, funds and assets is vested in the AAUW Huntsville Branch for the joint use of members, and no member or group of members shall have any severable right to all or any part of such property. Property and assets shall not be used for any purpose contrary to AAUW. In the event of the dissolution of the AAUW Huntsville Branch or the termination of its affiliation with AAUW, all assets of the branch shall be transferred and delivered to AAUW or to an AAUW-affiliated entity designated by AAUW.

ARTICLE XVI. PARLIAMENTARY AUTHORITY

The rules contained in the most current edition of Robert’s Rules of Order Newly Revised shall govern the branch in all instances in which they are applicable and in which they are not inconsistent with these bylaws or with the requirements of AAUW or the laws of the state of Alabama.

 

ARTICLE XVII. INDEMNIFICATION

To the maximum extent allowable by law, the branch may, as determined from time to time by the Board of Directors, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that she/he is or was a member of the Board of Directors, officer, or committee member of the branch. Every member of the Board of Directors, officer, or committee member of the branch may be indemnified by the branch against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the board, officer, committee member, chief executive officer, or employee in connection with any threatened, pending, or completed action, suit, or proceeding with respect to which she/he may become involved by reason of her/his being or having been a member of the board, officer, or committee member of the branch, or any settlement thereof, if she/he acted in good faith and in a manner she/he reasonably believed to be in, or not opposed to, the best interests of the branch and, with respect to any criminal proceeding, had no reasonable cause to believe her/his conduct was unlawful, unless she/he is adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing right of indemnification shall be in addition and not exclusive of all other rights to which the member of the board, officer, or committee member is entitled.

ARTICLE XVIII. AMENDMENTS TO THE BYLAWS

AAUW-mandated amendments shall be adopted by the branch’s Board of Directors without a vote of the branch’s membership. Provisions of the branch’s bylaws not mandated by AAUW may be amended by a two-thirds vote of members voting after a quorum is attained. Proposed bylaws amendments shall be sent to the entire membership at least five (5) days prior to the applicable meeting.

 

Last amended April 2016