Branch Bylaws

AAUW Easton Branch Bylaws

ARTICLE I.  NAME AND GOVERNANCE

 Section 1.   Name.  The name of this organization shall be the Easton Branch of AAUW, hereinafter called the branch.

 Section 2.  Governance.  The AAUW Bylaws shall govern this branch in all practices, and the bylaws of this organization shall in no way conflict with the AAUW Bylaws.

ARTICLE II.  PURPOSE

 The purpose of this branch shall be to further AAUW’s mission to advance equity for women and girls through advocacy, education, philanthropy, and research.

 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. States and branches that are delinquent in filing required tax, corporate, and/or bylaws documents with AAUW and/or the IRS are prohibited from public use of the name and logo. Further 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.  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.

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

(6) 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 the Easton Branch under the following conditions:
(a) Payment of branch dues

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, and AAUW meetings and receive the publications distributed to all members of AAUW. Affiliates may not vote or hold office. Branch fees for student affiliates shall be established by the Board of Directors of Easton Branch.

Section 5. Dues.
a. Amount.
1) The Easton Branch dues for individual members shall be established at the annual meeting by two thirds               vote of those present and voting, provided notice has been given to the members 10 days prior to the meeting.           (2) The AAUW Board of Directors shall set the dues for partner members.
b. Payment.
Member dues shall be payable in accordance with procedures established by policy.
(1) Paid life members of AAUW, as defined in the AAUW Bylaws, are required to pay branch dues to become   members of the branch.
(2) C/U partner representatives are required to pay branch dues.
(3) Dues are payable on or before June 30 and shall be paid to the branch finance officer no later than July 31.
(4) A member whose dues remain unpaid after July 31 shall be dropped from membership.
c. 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.

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 Board of Directors. [See AAUW Affiliation Review Policy 208.]

ARTICLE V.  NOMINATIONS AND ELECTIONS

Section 1. Nominations

a.   There shall be a nominating committee of no less than 3 members, elected or appointed as follows: at least one member must have prior nominating committee experience.
b.   The term of service on the nominating committee shall be for 1 year(s) for a maximum of 3 consecutive terms.
c.    The names of the nominees for elected office shall be published and sent to every member at least 10 days prior to the annual branch meeting.
d.    Nominations may be made from the floor with the consent of the nominee.

Section 2. Elections

a.   Elections shall be held at the annual branch meeting. (Article XI, Section 1)
b.   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.
c.   Mail ballots or electronic voting may be used for elections, provided the number of members voting meets the quorum stated for meetings in Article XI.

ARTICLE VI.  OFFICERS

 Section 1.  Officers

a.  The elected officers for the branch shall be president, membership vice president, and finance officer.

b. The appointed officers shall be public policy chair, newsletter editor, AAUW Funds Chair, secretary, and any others deemed necessary by the board.  They shall be appointed by the president with the consent of the board.

c. Elected officers shall serve for a term of 2 year(s) or until their successors have been elected or appointed and assume office.  Term of office shall begin on July 1.

d. No officer shall hold more than one office at a time, and no elected officer shall be eligible to serve more than 2 consecutive terms in the same office.

e. All vacancies in office shall be filled for the unexpired term by the board with the exception of a vacancy in the office of president, which shall be filled by the membership vice president.

f. Each office may be filled by an officer or co-officers.

g. The following officers shall be elected in even years: President.  The following officers shall be elected in odd years: Membership Vice President and Finance Officer.

Section 2. Duties

a.  Officers shall perform the duties prescribed by these bylaws, by the rules of policies and procedures adopted by the board of directors, and by the current edition of Robert’s Rules of Order Newly Revised.

b.  In Easton Branch, the president shall be the official spokesperson and representative for the branch, shall be responsible for submitting such reports and forms as required by AAUW, and will annually provide AAUW and AAUW-PA with the name of a designated officer for Administration and Finance.

c.  The vice president(s) shall perform such duties as the president and the board shall direct and as specified in branch policies and job descriptions.

d.  The finance officer shall be responsible for collecting, distributing and accounting for the funds of the branch, for meeting specific deadlines, and presenting the books for an annual financial review.

e.  In Easton Branch, the secretary shall be designated as the member to record and keep minutes of all board, branch, and special meetings.

ARTICLE VII.  BOARD OF DIRECTORS

 Section 1.  Composition. The board of directors shall include the elected officers and the following appointed officers: public policy chair, newsletter editor, AAUW Funds chair, and secretary.

Section 2.  Administrative Responsibilities.  The board shall have the power to administer affairs of the branch and to carry out its programs and its policies, and shall accept responsibilities delegated by AAUW [and the state].  It shall act for the branch between membership meetings. The board shall have fiscal responsibility as outlined in Article X, Financial Administration, Section 2.

Section 3.  Meetings.  Meetings of the board shall be held at least 4 times a year at a time and place agreed upon by the board.

Section 4.  Special Meetings.  Special meetings may be called by the president or shall be called upon written request of 4 members of the board provided that at least 10 days notice of such meeting and its agenda have been given to the members of the board

Section 5.  Quorum.  The quorum for a meeting of the board shall be a majority of the voting members.  Co-officers shall be considered as one voting member of the board.

Section 6.  Voting Between Meetings.  Between meetings of the branch board, a written or electronic vote of the board may be taken at the request of the 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 7.  Removal From Office.  A member of the board of directors may be removed for any reason by a two-thirds vote of the board in accordance with policies and procedures adopted by AAUW. 

ARTICLE VIII.  EXECUTIVE COMMITTEE

 Section 1.  Composition.  The executive committee shall consist of the elected officers and the following appointed officers:  Secretary.

Section 2.  Duties.  The executive committee shall have the power to act for the board between meetings of the board and shall report to the board on all actions taken by it.  It shall perform such duties as may be delegated to it by the board. An annual financial review will be performed by a committee of two, members to be selected by the executive committee and appointed by the president at the annual meeting. The financial review committee will receive the books by July 30 and shall complete the review by September 1.

Section 3.  Meetings.  Meetings of the executive committee shall be held on the call of the president or by written request of 2 of its members.

Section 4.  Quorum.  The quorum of the executive committee shall be a majority of the voting members.  Co-officers shall be considered as one voting member of the executive committee.

Section 5.  Voting Between Meetings.  A written, conference call or electronic vote may be taken at the request of the president on any question submitted to all voting members of the executive committee provided that every voting member of the executive committee shall have an opportunity to vote on the question submitted.  If a majority shall vote on a question so submitted, the votes shall be counted and shall have the same effect as if cast at an executive committee meeting.  The result of the vote shall be recorded in the minutes of the next executive committee meeting.

ARTICLE IX.  COMMITTEES

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

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

ARTICLE X.  FINANCIAL ADMINISTRATION

Section 1.  Fiscal Year.  The fiscal year shall correspond with that of AAUW and shall begin on July 1.

Section 2.  Financial Policies. The board shall set and maintain policies and procedures to control financial records consistent with generally accepted accounting principles and federal, state and local laws including an annual financial review. No indebtedness in excess of $100.00 over amounts provided for in the budget shall be incurred by the branch except upon a recommendation of the board of directors. No individual branch member shall contract for amounts over $100.00 without prior approval by the board of directors.

Section 3.  Budget.  The board shall adopt an annual budget for presentation to the branch.

ARTICLE XI.  MEETINGS

 Section 1.  Annual Meeting.  The branch shall hold an annual meeting to conduct the business of the branch, including but not limited to, electing officers, establishing dues, amending bylaws and receiving reports. This meeting shall be held between the months of March and May.

a.  Installation of new officers shall occur at the May meeting.

Section 2.  Membership Meetings.  The branch shall hold at least 4 business meetings during the fiscal year.  The branch board shall determine the time and place for these meetings.

Section 3.  Special Meetings.  Special meetings may be called by the president or shall be called by the president at the written request of 4 members of the board or 25 percent of the branch membership.

Section 4.  Meetings Notice.  Notice of meetings shall be sent to all members of the branch at least 10 days prior to the meetings. 

Section 5.  Quorum.  The quorum shall be 10 percent of the branch membership.

ARTICLE XII.  PROPERTY

 Section 1.  Property and Assets.  The title to all property, funds and assets is vested in the Easton 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.  Property and assets shall not be used for any purpose contrary to AAUW. In the evnt of dissolution of Easton 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.

 Section 2.  Dissolution of Branch.  In the event of the dissolution of the branch, all assets of the branch shall be transferred and delivered to an AAUW entity.

 If the property and assets of Easton Branch are disbursed appropriately prior to dissolution of the branch, i.e., disbursement consistent with AAUW mission and purposes, requirements of the PA State Code, the IRS and the intent of the donors of the property or assets, the paragraph above does not apply.

ARTICLE XIII.  LOSS OF RECOGNITION

The provisions and conditions under which a branch may lose recognition are found in the AAUW Bylaws. 

ARTICLE XIV.  PARLIAMENTARY AUTHORITY

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

ARTICLE XV.  INDEMNIFICATION

 Every board or committee member may be indemnified by the branch against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such board or committee members in connection with any threatened, pending or completed action, suit, or proceeding to which the board or committee member may become involved by reason of being or having been a member of the board or committee, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of duties.  In the event of a settlement the indemnification herein shall apply only when the branch board approves such settlement and reimbursement as being in the best interest of the branch.  The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the member of the board or committee is entitled.

ARTICLE XVI.  AMENDMENTS TO THE BYLAWS

Section 1.  AAUW Mandated Amendments.  Amendments required by AAUW to bring branch bylaws into conformity shall not require a vote of the branch members, except that an incorporated branch shall take the necessary steps required by state law or its articles of incorporation.

 Section 2.  Prior Approval.  All other proposed amendments to the branch bylaws shall be sent to the state bylaws committee for approval before the call for the branch vote.  If there is no state structure, approval of amendments to branch bylaws in those states will be according to procedures established by the AAUW Governance Committee.

 Section 3.  Branch Vote.   Provisions of these bylaws not governed by the AAUW Bylaws may be amended at a branch meeting by a two-thirds vote of those present and voting provided written notice shall have been sent to the members at least 10 days prior to the meeting.

 

Date Last Amended:  10/22/13