Cedar Falls AAUW Branch Bylaws
BYLAWS OF THE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN Cedar Falls, Iowa Branch
ARTICLE I. NAME
The name of this organization shall be the American Association of University Women, Cedar Falls, Iowa Branch, hereinafter called the branch.
ARTICLE II. GOVERNMENT
The Charter and Bylaws of the American Association of University Women, hereinafter called the Association and the American Association of University Women of the State of Iowa, hereinafter called the state, shall govern this branch in all practices. The bylaws of this branch shall in no way conflict with the charter and bylaws of the Association or the state. Every amendment to the bylaws of the Association and the state shall become effective and binding on this branch.
ARTICLE III. PURPOSE
The American Association of University Women Cedar Falls Branch promotes education and equity for all women and girls, life long education, and positive societal change. The branch will foster the development and maintenance of high standards of education, strengthen fellowship among members to optimize their effectiveness in the solution of social and civic problems and secure broader opportunities for women.
The branch shall:
a. contribute to the growth and advancement of the Association, the AAUW Educational Foundation, and the AAUW Legal Advocacy Fund;
b. participate in development and promotion of Association policies and programs through study, action and public policy advocacy in areas related to its purpose, including community, cultural interests, education, and international relations;
c. participate in Association, state and AAUW Upper Midwest Region activities.
ARTICLE IV. USE OF NAME
Section 1. The policies and program of the Association and the state shall be binding on all members and no member or branch shall use the name of the Association to oppose such policies or programs. Established channels may be used to change a policy or program.
Section 2. The freedom of speech of the individual member to speak a personal opinion in the member's own name is not abridged.
Section 3. Reference to membership in the Association by an individual shall be interpreted as use of the name in application of Section 1.
Section 4. On any national matter on which the Association has no policy, the only action which may be taken by a member or branch in the name of the Association is to use the established channels to effect the formulation of a policy.
Section 5. Violation of the use of the Association's name shall result in:
a. suspension of the member for one year or expulsion from membership, or
b. loss of recognition of the branch.
ARTICLE V. MEMBERSHIP
Section 1. The branch and its members shall be members of the Association and state.
Section 2. Individuals who meet the criteria for membership as described in the Association Charter and Bylaws, Article IV, Section 3.a. (1), (2) and (3), are eligible to be admitted to membership in the branch. The provisions set forth in this section are the sole requirements of eligibility and admissibility for membership. Refusal to admit an eligible person to branch membership shall result in loss of recognition of the branch. The branch members shall be entitled to vote, hold office and participate in all branch activities and programs and receive the publication distributed to all members.
Section 3. A member-at-large of the Association residing within Iowa may become a member of the state and branch upon payment of state and branch dues.
Section 4. Paid life members of the Association, as defined in Association Charter and Bylaws, Article IV, Section 3(5)(a), who are branch members are required to pay annual state and branch dues. .
Section 5. Any branch member who has paid Association dues for fifty (50) years shall become a Fifty Year Honor Life Member, and shall thereafter be exempt from payment of Association, state and branch dues.
Section 6. An undergraduate student enrolled in a regionally accredited educational institution shall be eligible for student affiliation with the branch upon payment of fees established by the Association, state and branch boards of directors. Student affiliates may attend branch, state and Association meetings and receive the publication distributed to all members. Affiliates may not vote or hold office.
Section 7. A member whose dues remain unpaid after July 31 shall be dropped from membership.
ARTICLE VI. FINANCIAL ADMINISTRATION
Section 1. The fiscal year shall correspond with that of the Association and shall begin on July 1.
Section 2. Each member shall pay branch dues established at the annual meeting by a two thirds vote of those present and voting, provided written notice has been given to all members thirty days prior to the meeting.
Section 3. Dues are payable on or before July 1. After notification of nonpayment, a member still in arrears after July 31 shall be dropped.
Section 4. Payment of additional dues shall be waived for a transferring member whose current dues have been paid to another branch.
Section 5. Dues of new members may be paid at any time. The Association, state and branch dues paid by new members between January 1 and March 15 shall be one half the annual Association, state and branch dues.
Section 6. The annual budget and financial report shall be prepared at the direction of the board of directors and presented for review at the annual meeting.
Section 7. The branch shall set and maintain policies and procedures to control financial records consistent with generally accepted accounting principles and federal, state, and local laws.
Section 8. The branch, except upon a recommendation of the board of directors, shall incur no indebtedness in excess of $50.00 over amounts provided for in the budget.
Section 9. The branch board of directors will call for an audit to coincide with the treasurer’s two-year term of office in odd numbered years.
ARTICLE VII. OFFICERS
Section 1. There shall be officers to fulfill the functions of administration, programs, membership, public policy, finance, Educational Foundation, and communications. All officers, both elected and appointed, shall comprise the board of directors.
Section 2. The elected officers shall be president, president elect, past president, vice president for programs, vice president for membership, vice president for Educational Foundation, secretary and treasurer. These officers shall comprise the executive committee and serve on the board of directors.
Section 3. The appointed officers shall be directors of communications, Legal Advocacy Fund, public policy and such other directors as shall be deemed necessary to carry on the work of the branch. They shall be appointed by the president. Appointed officers shall serve for a term of two years or until their successors have been appointed and assume office.
Section 4. All offices, both elected and appointed, may be held by a single officer or by co-officers.
Section 5. Terms of office for president, president elect and past president shall be for one year. At the end of one year, the president elect shall automatically succeed to the presidency and the president shall automatically succeed to the past presidency. All other elected officers shall serve two-year terms or until their successors have been elected or appointed and assume office. All elected and appointed officers' terms shall begin on July 1. No member shall be eligible to serve more than two full consecutive terms in the same office.
Section 6. A vacancy in office, excluding the president, shall be filled for the unexpired term by the board of directors. The president elect shall fill a vacancy in the office of president. The new president may elect to serve both the unexpired term and the additional full term for which she/he was elected. A vacancy in the office of president elect shall be filled by special election to be held in a timely manner. A vacancy in the office of past president shall be filled by board appointment of the most recent past president available. A vacancy in any other elective office shall be filled by special election to be held in a timely manner.
Section 7. The president elect may call a meeting of the incoming officers prior to July 1 for the purpose of approving appointments and making plans for the coming year.
ARTICLE VIII. DUTIES OF OFFICERS
Section 1. Officers shall perform the duties prescribed by these bylaws, branch policies, and by the current edition of Robert's Rules of Order, Newly Revised.
Section 2. The president shall be the official spokesperson and representative for the branch and shall be responsible for submitting such reports and forms as required by the Association and state.
Section 3. The president elect shall direct strategic planning and perform such duties as the president and board shall direct.
Section 4. The past president shall be the director of communications and shall perform such duties as the president and board shall direct.
Section 5. The program vice president shall chair the program committee and perform such duties as the president and board shall direct.
Section 6. The membership vice president shall chair the membership committee, facilitate Association member recruitment efforts and perform such duties as the president and board shall direct.
Section 7. The Educational Foundation vice president shall chair the Educational Foundation committee and perform such duties as the president and board shall direct.
Section 8. The secretary shall record and file minutes of all board meetings and the annual meeting and shall perform such other duties as the president and board shall direct.
Section 9. The treasurer shall chair the budget committee and shall be responsible for collecting, distributing, and accounting for the funds of the branch. The treasurer shall collect dues and properly remit them to the Association and state by the specified deadlines. The treasurer shall send moneys for the Educational Foundation and the Legal Advocacy Fund by the specified deadlines and shall keep separate ledgers for each type of account.
ARTICLE IX. NOMINATIONS
The board of directors shall appoint a nominating committee comprised of three members at least two months prior to the annual meeting. One member shall be a past president and shall serve as chair.
ARTICLE X. ELECTIONS
Section 1. The names of the nominees shall be published in the newsletter announcing the annual meeting.
Section 2. Nominations may be made from the floor with the consent of the nominee.
Section 3. Elections shall be held at the annual meeting or special meeting as described in Article XIII, Section 5.
Section 4. Elections shall be by secret ballot unless there is only one nominee for a given office, when a voice vote may be taken. Election shall be by a majority vote of those present and voting.
ARTICLE XI. ROTATION OF OFFICERS
Section 1. The president elect shall be elected annually.
Section 2. Vice president for program and the secretary shall be elected in even numbered years.
Section 3. The vice president for membership, vice president for Educational Foundation and the treasurer shall be elected in odd numbered years.
ARTICLE XII. BOARD OF DIRECTORS
Section 1. The board of directors shall include the elected and appointed officers and other chairs as deemed necessary by the president.
Section 2. The board shall have the general power to administer the affairs of the branch, including but not limited to establishing policies and procedures to control financial records. It shall accept responsibility delegated by the Association and state.
Section 3. Meetings of the board shall be held at least three (3) times per year. Special meetings may be called by the president and shall be called upon request of five (5) members of the branch or two (2) board members.
Section 4. The quorum of the board shall be a majority of its members.
Section 5. Between meetings of the board, a vote may be taken at the request of the president on any question submitted in writing, conference call, or electronic means to all members of the board. Deadline for responses shall be five (5) days after the question has been submitted. A majority of responses shall be required for the vote to count and shall have the same effect as if cast at a meeting of the board. The board shall be immediately notified of the result.
Section 6. The executive committee shall consist of the elected officers. The committee may act for the board between meetings and shall have such power and duties as may be delegated to it. The executive committee shall report its work and actions to the board. The executive committee shall meet at the call of the president or at the written request of two of its members.
Section 7. None of the actions of the board of directors or executive committee shall conflict with action taken by the branch.
ARTICLE XIII. MEETINGS
Section 1. There shall be at least seven (7) general membership meetings each year.
Section 2. The annual meeting is held in March or April.
Section 3. The annual meeting shall be to conduct business such as, reviewing the budget, electing officers, establishing dues, amending bylaws, and giving direction to the board.
Section 4. Business shall be by a majority vote of those present and voting.
Section 5. The president may call special meeting at the request of five (5) members of the board of directors or by the written request of ten (10) members of the branch. Notice of the time, date, place, and the business to be brought before the members shall be given in writing, by telephone or by electronic means at least three (3) days in advance. Only business for which notice has been given shall be transacted.
ARTICLE XIV. COMMITTEES
Section 1. Standing committees shall be program, membership, Legal Advocacy Fund, public policy, finance, Educational Foundation, bylaws, and communications.
Section 2. The president, with the consent of the board, shall appoint standing committees.
Section 3. The president, with the consent of the board, may appoint special committees.
ARTICLE XV. CONVENTIONS
Delegates and alternates to the Association and state conventions, as described in Association and state bylaws, shall be appointed and certified by the president.
ARTICLE XVI. PROPERTY
Section 1. 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 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 its property without consent of the Association, except that such property shall not be used for any purposes contrary to those of the Association.
Section 2. In the event of the dissolution of the branch, all assets of the branch shall be transferred and delivered to an AAUW entity.
ARTICLE XVII. FORFEITURE OF BRANCH STATUS
Section 1. The branch may be discontinued if it:
a. misuses the name of the Association. (See Article IV)
b. refuses to admit an eligible graduate to branch membership; (See Article V. Sec.1)
c. has had fewer than fifteen (15) members for twelve (12) consecutive months.
d. has not forwarded the required dues to the Association and state treasurer for a period of two (2) years.
e. has violated the purpose of the Association or the provision of its bylaws.
f. has maintained branch bylaws or practices in conflict with the Association Charter and Bylaws.
Section 2. A branch shall be discontinued only in accordance with the following procedure; In the event that a branch is unable to continue to function, the branch president shall notify the state president, the state membership vice president, and the regional director. The state president shall promptly notify the Association. The Association board of directors shall have the final authority to withdraw recognition of the branch. If there is no branch contact, the state may initiate the process of discontinuance of the branch.
ARTICLE XVIII. 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 the state or Association.
ARTICLE XIX. INDEMNIFICATION
Every member of the board may be indemnified by the branch against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the board in connection with any threatened, pending or completed action, suit or proceeding to which the board member may become involved by reason of being or having been a member of the branch board, 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 is entitled.
ARTICLE XX. AMENDMENTS TO THE BYLAWS
Section 1. Provisions of these bylaws not governed by the Association Charter and Bylaws may be amended by a two-thirds vote of those present and voting at the annual meeting or any general membership meeting provided written notice shall have been given at the previous meeting or in writing to every member at least two weeks in advance of the meeting.
Section 2. Prior to being voted on, proposed changes to the branch bylaws shall be sent to the state bylaws chair for approval.
Section 3. Amendments required by the Association 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 their articles of incorporation.
Amended October 2007