The bylaws that follow have revisions in red and the old parts with a strike-thru to be eliminated. A special thanks to Ann Mitchell and Mary Jo Blum for their help.
BYLAWS OF THE AMERICAN ASSOCIATION UNIVERSITY WOMEN OF
THE NORTHWEST VALLEY BRANCH, AAUW ARIZONA
ARTICLE 1. NAME AND GOVERNANCE
Section l. Name. The name of the organization shall be the American Association of University Women (AAUW) OF THE NORTHWEST VALLEY BRANCH, AAUW,
Section 2. Affiliate. AAUW OF THE NORTHWEST VALLEY BRANCH, AAUW ARIZONA is an Affiliate of AAUW as defined in Article V.
Section 3. Legal Compliance. The Affiliate shall comply with the requirements of AAUW and federal, state, and local law. The bylaws of the Affiliate 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 gender equity for women and girls through research, education and advocacy. Ad vocacy, education, philanthropy, and research. The purpose of the Affiliate is to further AAUW purpose and policies.
Section 2. Policies and Programs. In keeping with this purpose, the Affiliate shall promote equity, education, and development of opportunities for women and girls and enable them to realize their full potential.
ARTICLE III. Use of Name
Section 1. Policies and Programs. The policies and programs of AAUW shall be binding on all members engaged in AAUW activities, and no member shall use the name of AAUW to oppose such policies or programs.
Section 2. Proper Use of Name and Logo. The name and logo of AAUW may be used only by Members (as defined below at Article IV, Section 2) and Affiliates (as defined below at Article V, Section 1) only according to policies and procedures established by the AAUW Board of Directors; others may do so only according to written licenses.
Section 3. Individual Freedom of Speech. These bylaws shall not abridge the freedom of speech of any AAUW member to speak an opinion in the member’s own name.
ARTICLE IV. MEMBERSHIP AND DUES
Section l. Composition. The members of AAUW at present consist of members (“Individual Members”) and college/university members (“College/University Members”)
Section 2. Basis of Membership.
- Individual Members.
(1) Eligibility. An individual holding an associate’s (or equivalent, e.g., RN), bachelor’s, or higher degree from a higher education institution accredited by a regional accrediting agency recognized by the U. S. Department of Education (an “Accredited Higher Education Institution”) or other qualified educational institution located outside of the United States, as determined by the AAUW Board of Directors, 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 AAUW membership except that the AAUW Board of Directors may establish a process to assess credentials that are submitted based on degree equivalence.
(2) Appeals of Refusals of Admission to Membership. Any potential individual Member or College/University Member who claims qualification for membership in AAUW and who has been refused admission to membership 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 higher education institution upon which original qualification for membership was based.
(4) Life Membership.
(a) Paid. An Individual Member may become a life member (a “Life Member”) upon a one-time payment of twenty years’ annual AAUW dues, based on the amount of annual AAUW dues the year the Member elects to become a Life Member but without credit for AAUW dues paid in prior years. Thereafter, the Life Member shall be exempt from the payment of AAUW national dues.
(b) Fifty-Year Honorary. An Individual Member who has paid AAUW dues for fifty years shall become a Life Member and shall thereafter be exempt from the payment of AAUW national dues.
- College/University Members. Any Accredited Higher Education Institution or other qualified higher education institution located outside the United States, as determined by the AAUW Board of Directors, that pays annual dues to AAUW shall be eligible to be a College/University Member. Each College/University Member shall appoint one or two representatives who are eligible to be Individual Members and who shall each have the membership benefits of an Individual Member and any other benefits that accrue to representatives of College/University Members, as determined by the AAUW Board of Directors.
- Other Organizational Members: The Board of Directors may set forth criteria for other organizations (“Organizational Members”) to join AAUW.
- Appeals of Refusals of Admission to membership. Any potential individual member or College/University Member that has been refused admission to membership may appeal to the Board of Directors for review. The decision of the Board of Directors shall be final.
Section 3. Student Associates. The AAUW Board of Directors may permit undergraduate students enrolled in Accredited Higher Education Institutions or in other qualified educational institutions located outside the United States, as determined by the AAUW Board of Directors, to associate with AAUW, with fees (if any) and benefits as determined by the AAUW Board of Directors.
Section 4. Dues.
- The annual dues and Member benefits for any category of member 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.
- Payment. Member dues shall be payable in accordance with procedures established by the AAUW Board of Directors.
Section 5. Severance of Membership. Any Member may be suspended or removed 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. In addition, a College/University Member that is no longer eligible for membership shall be removed from membership as soon as practicable after it loses its eligibility.
ARTICLE V. AAUW AFFILIATES
Section 1. AAUW Affiliate Defined. An AAUW Affiliate (“Affiliate”) is an organization affiliated with AAUW for the purpose of supporting AAUW’s mission through Affiliate programs, fundraising, networking, and/or other activities. Affiliates are typically non profit membership organizations under state law and may also have been recognized as tax-exempt 501(c)(3) or 501(c)(4) organizations under the Internal Revenue Code. An Affiliate may use AAUW’s name and/or logo only if approved by the AAUW Board of Directors.
Section 2. Affiliates.
- Affiliates shall promote the purposes, programs, and policies of AAUW.
- Bylaws. Affiliates shall develop bylaws as meet their needs. However, any such bylaws shall not conflict with AAUW Bylaws or with applicable law.
- Structure. Affiliates may create such leadership structures as meet their needs. Each Affiliate shall provide AAUW with designated contacts for administration and finance.
Section 3. Loss of Recognition of an Affiliate.
- The AAUW affiliation status of an Affiliate may be revoked for cause through affiliation review procedures specified by the AAUW Board of Directors.
- The Affiliate 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 an Affiliate is vested in the Affiliate. An Affiliate 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’s purposes. In the event of the dissolution of an Affiliate or the termination of an Affiliate’s affiliation with AAUW, all assets of the Affiliate shall be transferred and delivered to AAUW or to another Affiliate designated by AAUW. AAUW may solicit and consider recommendations from local leaders before making a designation.
ARTICLE VI. PARLIAMENTARY AUTHORITY
The rules contained in the most current edition of Robert’s Rules of Order Newly Revised shall govern the Affiliate in all instances in which they are applicable and in which they are not inconsistent with the AAUW Bylaws or with the requirements of AAUW or applicable laws.
ARTICLE VII. AAUW-MANDATED AMENDMENTS TO THE BYLAWS
AAUW-mandated amendments shall be implemented by the Affiliate’s board of directors without a vote of the Affiliate’s membership and as prescribed by the AAUW Board of Directors.
ARTICLE VIII. AFFILIATE NOMINATIONS AND ELECTIONS
Section 1. Nominations. Nominating Committee
- There shall be a nominating committee of five (5) members and one (1) alternate appointed by the President with the approval of the Board of Directors by November 1st of each year. The term of service on the nominating committee shall be for one (1) non-consecutive The committee shall elect a chairman who shall report to the Board of Directors.
- The nominating committee shall prepare a slate of nominated officers and present this slate at the February Affiliate meeting, or present the slate in writing or by electronic notice to each Individual Affiliate Member at least fourteen (14) days before the election.
- Nominations may be made from the floor at the time of the election, provided written consent from the nominee has been obtained.
- In the event that a member of the nominating committee is proposed for an office and agrees to accept the nomination, that member’s place on the nominating committee shall be assumed by an alternate.
Section 2. Elections.
- Elections shall be held at the annual Affiliate meeting in March.
- Elections shall be by ballot unless there is only one (1) nominee for an office; in that case the election shall be by voice vote or electronic voting. An election requires a majority vote of those present or polled electronically and voting must occur with a quorum in attendance. In the event of electronic voting, a quorum of total membership is required. Ten (10) percent of the Affiliate Individual Members shall constitute a quorum.
ARTICLE IX. BOARD OF DIRECTORS
Section 1. Composition. The Board of Directors shall consist of seven (7) elected officers.
Section 2. Duties. The Board of Directors shall manage the business and activities of the Affiliate. They shall accept responsibility for such matters as delegated by AAUW and the AAUW ARIZONA Board of Directors. They shall have the power to create special committees and task forces as deemed necessary and shall perform such other duties as specified by these bylaws. They shall approve the Affiliate annual budget by June 30
No indebtedness shall be incurred by the Affiliate, its officers, directors, or its committees for expenditures exceeding amounts approved in the annual budget unless approved by the Board of Directors.
Section 3. Meetings. The Board of Directors shall meet prior to each Affiliate meeting and at other times as needed. Special meetings may be called by the President or upon the written request of a majority of members of the Board of Directors.
ARTICLE X. OFFICERS
Section 1. Positions. There shall be President, President-Elect, Program Vice-President, Membership Vice- President, Finance Vice-President, Recording Secretary, and Corresponding Secretary.
No officer shall hold more than one (1) elected or appointed position at one time. No elected officer shall be eligible to serve more than two (2) consecutive terms in the same office. If a position is unfilled, an interim officer may be appointed with the approval of the Board of Directors to serve the remainder of a term. Each officer position may be filled by a single individual or co-officers. If co-officers are serving, they have one (1) vote between them.
Section 2. Duties and Authority. Each officer has the authority and shall perform the duties set forth in the Affiliate bylaws and, to the extent consistent with the bylaws, the duties and authority prescribed by the Board of Directors or by direction of an officer authorized by the Board of Directors to prescribe the duties and authority of other officers.
- The President shall be the official representative of the Affiliate in all activities of AAUW. The President shall be governed by the Affiliate bylaws and policies and is responsible for submitting reports and forms as required by AAUW and AAUW ARIZONA. The President shall chair all meetings of the Board of Directors and the Affiliate. The President has the authority to appoint Affiliate committee chairs. perform the duties of the President. The President-Elect shall assist in organizational matters as delegated by the President, serve on committees, (other than the nominating committee) at the request of the President and will assume the Office of President after serving as President-Elect.
- FINANCE VICE-PRESIDENT. The Finance Vice President shall oversee the collection of dues and distribution of applications and required payments to AAUW and AAUW ARIZONA at the time specified by AAUW. The Finance Vice-President shall provide monthly and annual financial reports to the Board of Directors.
- C0-PROGRAM VICE-PRESIDENTS. The Program Vice-Presidents is are responsible for planning informational programs for all Affiliate meetings. This includes contacting speakers, providing speakers with necessary equipment (audio visual, etc.) needed for their presentation, and introducing them to the Affiliate audience. Such programs should reflect the programs and policies of AAUW.
- C0-MEMBERSHIP VICE-PRESIDENTS. The Membership Vice- Presidents recruit new Affiliate Individual Members, mentors them into the organization, and works to maintain Individual Members from year-to-year. The Membership Vice-Presidents is are also responsible for overseeing the prospective Individual Member’s application process and for the renewal registration of current Individual Members from year-to-year.
- C0-RECORDING SECRETARIES. The Recording Secretaries shall record and oversee the custody of the official minutes of all meetings of the Affiliate and the Board of Directors.
- CORRESPONDING SECRETARY. The Corresponding Secretary is responsible for all written and/or electronic Affiliate correspondence as directed by the President and the Board of Directors.
Section 3. Vacancies. A vacancy in the office of President shall be filled by the President- Elect. A vacancy in the term of an elected officer, other than the President, shall be filled for the remainder of the unexpired term by presidential appointment with the consent of the Board of Directors.
Section 4. Terms. All officers shall take office not later than May 31st. The term of the President shall be one (1) year. The President-Elect shall serve a term of one (1) year and assume the office of President the following year. All other officers shall serve a term of two (2) years. The nominating committee may name a candidate for a one (1) year term and a candidate for a two (2) year term for each of the following elected offices: Co-Co-Program Vice-President, Co-Membership Vice-President, Finance Vice-President, Co-Recording Secretary, and Corresponding Secretary.
ARTICLE XI. MEETINGS AND INDIVIDUAL MEMBER OBLIGATIONS
Section 1. Meetings. There shall be a minimum of eight (8) meetings of the Affiliate each year. In the event of restrictions and mandates by our government, whereby Affiliates are unable to meet in person, use of teleconferencing is permitted and will qualify for a meeting in person for that year provided steps are taken to include all Members to participate.
Section 2. Annual Meeting. An annual meeting of the Affiliate shall be held in March, the exact time and place to be determined by the Board of Directors. At the annual meeting, the Affiliate shall elect officers, determine dues, amend bylaws and policies, and conduct other such business as may be necessary.
Section 3. Quorum. Ten (10) percent of the Affiliate Individual Members entitled to one vote shall constitute a quorum. To vote, an Individual Member must be an Affiliate Member by March 1 of that calendar year.
Section 4. Notice of Meetings. Written or electronic notice of the annual meeting shall be sent to all Affiliate Individual Members by March 1 of that calendar year.
ARTICLE XII. FINANCIAL ADMINISTRATION
Section 1. Fiscal Year. The fiscal year shall correspond with that of AAUW and shall begin July 1st.
Section 2. Finance. The Affiliate shall set and maintain policies and procedures to control financial records including an annual financial review.
Section 3. Annual Budget. The Board of Directors shall adopt an annual budget for presentation to the Affiliate.
ARTICLE XIII. DUES
Section 1. Dues. Dues for Individual Members shall include those for AAUW, AAUW ARIZONA, and the Affiliate.
Section 2. Annual Dues. Annual dues for Affiliate Individual Members shall be determined by a two-thirds (2/3rds) vote of the members present at the Affiliate annual meeting upon recommendation from the Board of Directors. Notice of this action must be given to Individual Members fourteen (14) days prior to the meeting.
Section 3. Life Members. Paid Life Individual Members, as defined by the AAUW bylaws, are required to pay Affiliate dues in order to be Individual Members in good standing of the Affiliate.
Section 4. Honorary Members. Fifty-year Honorary Individual Members of AAUW are exempt from paying AAUW dues but are required to pay Affiliate dues.
Section 5. Student Affiliates. Fees for Student Affiliates shall be established by the AAUW Board of Directors. An additional fee may be set by AAUW ARIZONA or the Affiliate.
Section 6. Non-Payment. An Individual Member whose dues remain unpaid after July 1st shall be dropped from membership.
Section 7. New Individual Member Dues. Dues of new Individual Members may be paid at any time. The AAUW portion of the dues paid by new Individual Members for less than a full year is determined by AAUW and by AAUW ARIZONA.
Section 8. Transfers. Payment of additional dues shall be waived for a transferring Individual Member whose current dues have been paid to another Affiliate.
ARTICLE XIV. PROPERTY
Section 1. Titles. The title of all property, funds, and assets of the Affiliate, whether incorporated or not, shall at all times be vested in the Affiliate for the joint use of Individual Members, and no Individual Member or group of Individual Members shall have any severable rights to all or any part of such property. Property and assets shall not be used for any purpose contrary to AAUW.
Section 2. Dissolution. In the event of the dissolution of the Affiliate or comparable AAUW-affiliated entity or the termination of its affiliation with AAUW, all assets of the Affiliate or the 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 XV. LOSS OF RECOGNITION
The provisions and conditions under which an Affiliate may lose recognition are found in the AAUW Bylaws.
- The AAUW affiliation status of an Affiliate may be revoked for cause through affiliation review procedures specified by the Board of Directors.
- The Affiliate shall have the right to appeal to the Board of Directors within a designated period.
ARTICLE XVI. PARLIAMENTARY PROCEDURE
The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern this Affiliate in all instances in which they are applicable and in which they are not inconsistent with these bylaws or those of AAUW.
ARTICLE XVII. INDEMNIFICATION
Every member of the Affiliate Board of Directors or any Committee Individual Member will be indemnified by the Affiliate against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such Affiliate Board of Directors or Committee Individual Member in connection with any threatened, pending, or completed action, suit, or legal proceeding. The exception would be if the Individual Member would be adjudged liable for negligence or misconduct in the performance of duties. In the event of such a settlement, the indemnification herein shall apply only when the Affiliate Board of Directors approves such settlement and reimbursement as being in the best interest of the Affiliate. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which the Individual Member is entitled.
ARTICLE XVIII. AMENDMENTS
Section 1. Mandated Amendments. Amendments required by AAUW or AAUW ARIZONA to bring Affiliate Bylaws into conformity shall not require a vote of the Affiliate Individual Members, except that an incorporated Affiliate shall take the necessary steps required by AAUW Bylaws or by AAUW ARIZONA Bylaws, its articles of incorporation, and State law.
Section 2. Bylaws’ Approval. All other proposed amendments to the Affiliate Bylaws
shall be sent to the AAUW ARIZONA Bylaws Committee for approval before the call for the Affiliate vote. If there is no state structure, approval of the amendments to the Affiliate Bylaws will be in accordance with procedures established by the AAUW Governance Committee.
Section 3. Amendment Approval. Provisions of these bylaws not governed by the AAUW Bylaws may be amended at an Affiliate meeting by a two-thirds (2/3rds) vote of those present provided written or electronic notice has been sent to Individual Members at least thirty (30) fourteen (14) days prior to the Affiliate meeting.
Revised: September 30, 2020
Submitted by Sharon Phelps, Past President, Bylaws Chair
Ann Mitchell, College Connections Vice President – AAUW-AZ
Mary Jo Blum, Special Interest Groups Chair
Sun City West, AZ