Branch Bylaws

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BYLAWS OF THE DELAWARE, OHIO BRANCH OF AAUW (THE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN)

ARTICLE I.  NAME AND GOVERNANCE

Section 1.   Name.  The name of this organization shall be Delaware, Ohio 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, at the local, state and national levels, 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 the branch and no member or the branch 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.

Section 4.  Violations.  Violation of the use of AAUW’s name shall result in action taken in accordance with AAUW policy.

ARTICLE IV.  MEMBERSHIP AND DUES

Section 1. Composition.

a. 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 or a foreign degree acceptable as a basis for admission by graduate schools at qualified universities of  the United States from a qualified educational institution shall be eligible to receive admission to  AAUW membership; such membership shall be granted upon payment of AAUW dues  (national + state + branch 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.

(c)   Dual members pay AAUW, state and branch dues in one branch and only branch dues in any other branch they join. They are counted in the membership count from the branch where all three dues are paid.

(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

(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 entitled to all branch rights and privileges. A life member of AAUW who does not maintain branch membership shall be entitled to national member privileges only.

b. 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 Delaware Branch AAUW by paying the 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. Fees for student affiliates shall be established by AAUW, AAUW/Ohio and the branch boards of directors.

Section 5. Dues

a. Amount.

(1) The annual branch dues for individual members shall be established by determined at the annual meeting by two-thirds vote of those present and voting, provided notice has been given to the members 28 days prior to the meeting.

(2) Partner members dues shall be set by the AAUW Board of Directors. AAUW provides for two partner member representatives from each college/university with no AAUW dues; A representative of a college/university partner member may choose to affiliate with the Delaware OH Branch under the following conditions.

  1. Each representative of a paid college/university partner of the AAUW may become a member of the Delaware Branch with full membership rights upon payment of her/his annual branch dues.

(3) Paid life members of AAUW, as defined in the AAUW Bylaws, are required to pay branch dues to become members of the branch. They are also required to pay state dues.

(4) Fifty-Year Honorary Members of AAUW are exempt from paying AAUW and AAUW/Ohio dues.

(5) Honorary Associate. A member of one of the national associations or federations of IFUW, whose current dues have been paid and who is spending a period of a year or less in the USA, may attend branch meetings without vote.

b. Payment.

(1) Member dues shall be payable in accordance with procedures established by policy.

(2) New members may join 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 AAUW/Ohio policy. (Dues paid by new members between January 1 and March 15 shall be one half (1/2) the annual state and AAUW dues.)

(3). 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

c. 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. (See AAUW Affiliation Review Policy 208.)

ARTICLE V.  NOMINATIONS AND ELECTIONS

Section 1. Nominations

a. There shall be a nominating committee of three members, appointed by the president at least two months prior to the annual election.

b. The term of service on the nominating committee shall be for one year.

c. The committee shall prepare a list of nominees to be presented at the branch meeting one month prior to the election, and in writing to each member at least two weeks prior to the meeting.

d. Nominations may be made from the floor at the time of the election, provided written consent of the nominee has been obtained.

Section 2. Elections

a. Elections shall be held at the regular meeting held one month prior to the annual branch meeting.

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 a president, president-elect, program and membership vice presidents, secretary, and finance officer. All elected officers shall be members of AAUW.

b. The appointed officers of the branch shall be such other officers as deemed necessary to carry on the work of the branch.  They shall be appointed by the president with the approval of the board of directors.

c. A vacancy in office, except that of the president, shall be filled for an un-expired term by the board of directors.

d. A vacancy in the office of president shall be filled for the remainder of an un-expired term by the Program Vice President.

e. All officers shall begin their term of office on July 1 following their election.

f. No officer shall hold more than one office at a time, with the exception of president-elect.

g. All officers shall serve for a two-year term, or until a successor is elected and has assumed office, with the exception of the president-elect.

h. The president-elect shall serve for a one-year term, prior to taking the office as president.

i. The incoming or continuing president may call a meeting of the board of directors or the executive committee prior to July 1 for the purpose of making plans for the coming year.

j. The president elect and secretary shall be elected in even numbered years. Membership and program vice presidents and the finance officer shall be elected in odd numbered years.

 

Section 2. Duties

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.

a. The president of the branch shall:

1. Be the official representative of the branch in the activities of the AAUW on all levels

2. Submit one copy of the Branch Leaders Form with names and addresses of incoming and continuing branch   committee chairs to the AAUW/Ohio President and to the Executive Director at the Educational Center and one copy to AAUW Member Records at the national office no later than June 15.

3. Turn in a counterpart report to the State President covering the yearly activities of the branch.

4. Be responsible for bringing the branch bylaws into conformity with the AAUW Bylaws after each AAUW Convention, and for bringing the branch bylaws into conformity with the AAUW/Ohio bylaws after changes affecting branch bylaws are adopted at a state convention.

5. Be responsible for submitting amended bylaws by the established deadlines to the chair of the AAUW/Ohio committee on bylaws and to AAUW at connect@AAUW.org

6. Send a list of candidates, together with their qualifications, for appointment to various chair positions to the State President.

7. Forward a list of branch delegates to the Annual Meeting to the designated person by the specified date.

8. Have the branch Policy Sheet reviewed during the even number fiscal year of the presidential term to bring it into conformity with amended Bylaws and file one copy no later than December 1 with the State Bylaws Chair or designated committee member.

9. Be the designated Administration Contact for the AAUW and AAUW/Ohio.

10. perform the following duties:

i. Preside at all meetings of the branch, the board of directors, and the executive committee;

ii. Serve as an ex-officio member of all task forces and committees except for the nominating committee;

iii. Call special meetings of the branch in accordance with provisions of the branch bylaws.

b. The president-elect shall attend all meetings of the board of directors and executive committee as a voting member, maintaining only one vote, regardless of another board position held concurrently. The president-elect shall be assigned specific duties or responsibilities by the president with the approval of the board of directors.

c. There shall be at least two vice presidents of the branch. The vice presidents shall perform such duties as the president and the board shall direct and as specified in branch policies and:

1.The program vice president shall:

i. Serve as chair of the committee on program development;

ii. Preside at meetings in the absence of the president;

iii. Act in the absence or disability of the president;

2. The membership vice president shall:

i. Serve as chair of the committee on membership

ii.Preside at meetings in the absence of the president and program vice president.

d. The secretary shall:

1.Record and make available upon request the minutes of each meeting and board meeting;

2.Provide copies of branch meeting minutes to members;

3.Provide copies of board and executive committee meetings to branch officers;

4.Have available for reference at all meetings a copy of the branch bylaws and a list of its officers, representatives of areas of interest, task force and committee chairs and members;

5. Have charge of such correspondence of the branch as is delegated by the president or by the board of directors;

6.Keep on file all communications received and copies of all letters sent;

7.Perform such other duties as are requested by the president or by the board of directors and as specified in branch policies.

e. Finance Officer. The finance officer, with an assistant if necessary, shall be responsible for collecting, distributing and accounting for the funds of the branch and for meeting specific deadlines:

1. Be responsible for collecting all annual dues (unless otherwise authorized by the AAUW Board of Directors);

2. Forward all dues collected for AAUW members to the AAUW finance officer by July 1 (or other date stipulated on the annual BDR);

3. Transmit to the AAUW Finance Officer all applications, with dues, made to the branch by graduates who qualify for membership in the AAUW under the AAUW Bylaws;

4. Transmit to the AAUW/OH Finance Officer state dues, with forms, postmarked no later than the date stipulated on the annual BDR.

5. Send dues for late renewals received after the deadline, or for new members, immediately to the appropriate Finance Officers with the appropriate forms.

6. Be the designated Finance Contact for the AAUW and AAUW/Ohio

7. Receive all monies due the branch;

8. Pay all bills provided for in the budget or verified by the president;

9. Keep a proper set of books;

10. Render a financial report at the annual meeting of the branch and at such other times as requested by the board of directors;

11. Serve on the budget committee;

12. Present the books for an annual audit;

13. File an annual e-form with the IRS.

ARTICLE VII.  BOARD OF DIRECTORS

Section 1.  Composition. The board of directors shall include the elected officers, appointed officers, and chairs of branch standing and special committees.

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 AAUW/Ohio.  It shall act for the branch between membership meetings. None of its actions shall conflict with action taken by the branch.  The board shall have fiscal responsibility as outlined in Article X, Financial Administration, Section 2.  It may recommend to the president the establishment of additional standing committees and issues task forces, and special committees.

Section 3.  Meetings.  Meetings of the board shall be held at least three 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 two members of the board or five members of the branch provided that at least five 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 its voting members.

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 (quorum) 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 and appointed officers of the branch.

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.

Section 3.  Meetings.  Meetings of the executive committee shall be held on the call of the president or by written request of two of its members.  The incoming or continuing president may call a meeting of the executive committee prior to July 1 for the purpose of making plans for the coming year.

Section 4.  Quorum.  The quorum of the executive committee shall be a majority of the voting officers.  If the President Elect holds a second office, only a vote from one office of that person shall be counted in a vote 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 (quorum) 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.

Section 3.  Standing Committees.  The standing committees of the Delaware Branch shall be Membership, Program Development, AAUW Funds, Communication, Newsletter, Public Policy, Legal Advocacy, Branch History, Diversity, Great Decisions Discussions, and Be Wise Camp.

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.

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

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, installing officers, establishing dues, amending bylaws and receiving reports. This meeting shall be held during the month of May.

Section 2.  Membership Meetings.  The branch shall hold at least seven 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, by members of the board of directors, or by the written request of one third of the branch membership. Notice of the date, time, place, and the business to be brought before the meeting shall be sent by the secretary to members at least seven days in advance. Only business for which notice has been given shall be transacted.

Section 4.  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 members of the branch provided that every member of the branch shall have an opportunity to vote on the question submitted.  If a quorum shall vote on a question so submitted, the votes shall be counted and shall have the same effect as if cast at a branch meeting.  The result of the vote shall be recorded in the minutes of the next regular branch meeting.

Section 5.  Meetings Notice.  Notice of meetings shall be sent to all members of the branch at least ten days prior to the meetings.

Section 6.  Quorum.  The quorum shall be one third of the branch membership.

 

ARTICLE XII.  PROPERTY and ASSETS

Section 1.  Title.  The title for all property, funds and assets of the branch, whether incorporated or not, shall at all times be vested in the branch for the joint use of its members, and no member or group of members shall have any severable right to all or any part of such property.  The branch shall have complete control over the acquisition, administration and disposition of such.   Property and assets shall not be used for any purposes contrary to AAUW.

Section 2.  Dissolution of Branch.  In the event of the dissolution of the branch, or the termination of its affiliation with AAUW, all assets of the branch shall be transferred and delivered to AAUW or an AAUW-affiliated entity designated by AAUW.

ARTICLE XIII.  LOSS OF RECOGNITION

The provisions and conditions under which a branch may lose recognition are found in Article XI, Section 3 of 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 AAUW/Ohio bylaws.

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 AAUW/Ohio bylaws committee for approval before the call for the branch vote.

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 fourteen days prior to the meeting.

Section 4. AAUW submission. An electronic copy of updated bylawswith mandatory updates are to be sent to AAUW at connect@aauw.org by the date assigned by AAUW.

 

Dates amended: November 1985, January 1986, December 1987, December 1991, October 1992, January 2010, May 2012

Date Last Amended: May 2014