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BRANCH BYLAWS
BYLAWS OF THE HUNTSVILLE BRANCH OF
THE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN (AAUW)
ARTICLE I. NAME AND GOVERNANCE
Section 1. Name.
The name of this organization shall be the Huntsville 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.
The branch shall:
Contribute to the growth and advancement of AAUW and AAUW Funds
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.
Cooperate in AAUW state work.
Cooperate with local organizations in projects that support AAUW goals.
Support branch needs and promote positive societal change in the community.
ARTICLE III. USE OF NAME
Section 1. AAUW Policy.
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. 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 3. Violations.
Violation of the use of AAUW’s name shall result in action taken in accordance with AAUW policy.
ARTICLE IV. MEMBERSHIP
Section 1. Membership
Individuals who meet the criteria for membership as described in the AAUW Bylaws, Article IV, and who have paid dues (national + state + branch dues) are eligible to be admitted to membership in this branch. The provisions set forth in this section are the sole requirements of eligibility and admissibility for membership. Refusal to admit an eligible person shall result in loss of recognition of the branch. The branch member shall be entitled to vote, hold office, and participate in activities and programs and receive the publication distributed to all branch members.
A member-at-large (MAL) of AAUW may become a member of the branch upon payment of branch [and state] dues.
A member may be suspended or dropped from membership for any conduct that tends to injure AAUW or to affect adversely its reputation, or that is contrary to or destructive of its mission according to AAUW policies and procedures.
An undergraduate student enrolled in a qualified educational institution shall be eligible for student affiliation with the branch upon payment of fees established by AAUW and state and branch boards of directors. Student affiliates shall be entitled to attend branch, state and AAUW meetings and receive the publications distributed to all members. Affiliates may not vote nor hold office.
Section 2. Dues
a. Changes in branch dues shall be determined at the annual meeting by two-thirds vote of those present and voting, provided notice has been given to the members 30 days prior to the meeting.
b. Paid life members of AAUW, as defined in the AAUW Bylaws, are required to pay branch dues to become members of the branch.
c. Fifty-Year Honorary Members of AAUW are exempt from paying AAUW [state and branch] dues. [Note: include state and branch as applicable.]
d. 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 state] policy. The branch board of directors may set a reduction in branch dues.
e. Payment of additional dues shall be waived for a transferring member whose current dues have been paid to another branch.
ARTICLE V. NOMINATIONS AND ELECTIONS
Section 1. Nominations
a. There shall be a nominating committee of four (4) members, elected or appointed as follows: Two (2) shall be nominated and appointed by the Board and two (2) shall be nominated and elected from the floor at a General meeting.
b. The term of service on the nominating committee shall be for one (1) year
c. The names of the nominees for elected office shall be published and sent to every member at least five (5) 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.
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
The officers shall be a president, vice president for programs, vice president for membership, AAUW Funds Vice President, recording secretary, and treasurer.
The nominating committee shall prepare a list of nominees to be presented at the branch meeting one month prior to the election, or in writing to each member at least two weeks before the election. 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.
Voting, which is held at the annual meeting, shall be by ballot and a majority of the votes cast shall be necessary for election. When there is but one nominee for office, the vote may be taken by voice vote.
All officers shall take office on July 1. All officers shall serve for a term of two years or until their successors are elected and assume office. They shall be eligible for re-election to the same office for one term only. 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 approving appointments and making plans for the coming year.
A vacancy of office, excluding the president, shall be filled for the unexpired term by the board of directors. A vacancy in the office of president shall be filled by vice presidents in the order listed.
The president, program vice president, and AAUW Funds vice president shall be elected in odd-numbered years. The membership vice president, treasurer, and recording secretary shall be elected in even-numbered years.
In the event of co-officer positions, there shall be just one eligible vote when motions are on the floor.
Section 2. Duties
Officers shall perform the duties prescribed by these bylaws, branch policies, and by current edition of Robert’s Rules of Order, Newly Revised.
All officers shall submit an annual written report to the president.
The president shall be the official spokesperson and representative for the branch and shall
i. preside at all meetings of the branch, the board of directors, and the executive
committee
ii. appoint, with the approval of the executive committee, the chairs of all task forces and committee chairs except the nominating committee and those provided for by election, and any additional officers authorized by the branch bylaws
iii. serve as an ex-officio member of all committees except the nominating committee
iv. call special meetings of the branch in accordance with provisions of the branch bylaws
v. bring the branch Bylaws into conformity with the AAUW Bylaws after each AAUW convention and with the State Bylaws after each State convention vi. submit such reports and forms as required by AAUW and the state.
The program vice president shall perform such duties as the president and board shall direct and shall
i. serve as chair of the Program Committee
ii. preside at all meetings in the absence of president, act in the absence or disability of the president
iii. make arrangements for all regular meetings and the annual meeting
iv. arrange at least one open meeting each year.
The membership vice president shall perform such duties as the president and board shall direct and shall
i. serve as chair of the membership committee
ii. preside at meetings in the absence of both the president and program vice president
iii. collect all membership dues and remit dues and a report to the treasurer monthly and send a copy of the report to the Branch Briefs, event notification, and reservation chairs.
The AAUW Funds vice president shall
i. educate branch members of the mission and programs of AAUW Funds.
ii. share the message of AAUW Funds.
iii. co-ordinate any fund raising events for AAUW Funds and scholarships.
iv. file reports and send money to the national AAUW Funds.
The secretary shall perform such duties as requested by the president and
i. record and keep in custody minutes of all business meetings i.e. branch, board of directors, executive committee
ii. 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.
The treasurer shall
i. be responsible for collecting, distributing, and accounting for the funds of the branch
ii. receive dues and properly remit them to AAUW and the state by the specified deadline
iii. ensure monies for AAUW Funds have been sent by the specified deadlines and shall keep separate ledgers for each type of account.
iv. pay all bills provided for by the budget or verified by the president
v. keep an accurate set of books and present them for annual audit
vi. serve on the finance committee
ARTICLE VII. BOARD OF DIRECTORS
Section 1. Composition. The board of directors shall include the elected officers and the following appointed officers: Branch Briefs, bylaws, diversity, event notification, finance, Legal Advocacy Fund, nominating, public information, public policy, reservations, and strategic planning. Any Alabama state or AAUW officers or chairs shall be non-voting ex-officio members.
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 six times a year.
Section 4. Special Meetings. Special meetings may be called at any time by the president or upon the written request of four (4) members of the board of directors or six (6) members of the branch.
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 2. The executive committee shall be composed of the elected officers of the branch and the immediate past president.
Section 2. Duties. The Executive Committee shall have emergency power to act for the board of directors between meetings of the board, 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.
Section 3. Meetings. Meetings of the Executive Committee shall be held on the call of the president or three (3) members of the Executive Committee. The incoming or continuing 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.
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 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.
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.
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 during the month of April
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 the president, by the members of the board of directors, or by the written request of six (6) members of the branch.
Section 4. Meetings Notice.
Notice of the date, time, place and the business to be brought before the meeting shall be sent by the secretary 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. Quorum.
The quorum shall be 20% percent of the branch membership.
ARTICLE XII. PROPERTY
Section 1. Title. The title for all funds and assets of the branch, whether incorporated or not, shall at all times be vested in the branch for the joint use of members and no member or group of members shall have any severance right to all or any part of such property. The branch shall have complete control over the acquisition, administration and disposition of its property without the consent of AAUW, except that such property shall not be used for any purposes contrary to those of 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.
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 five (5) days prior to the meeting.
Date Last Amended: May 2010 |
