mBYLAWS OF THE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN
GROSSE POINTE,
DRAFT: Italics
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proposed addition
ARTICLE
Section 1. Name. The
name of this organization shall be the Grosse Pointe Michigan 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
branch] [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. The policies and program[s] of the AAUW and the state shall be binding on all members and
branches, and no member or branch shall use the name of the AAUW to oppose such
policies or program[s]. 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. Violations of the Use of Name policy shall result in action taken in accordance with AAUW policy.
ARTICLE IV. MEMBERSHIP AND DUES
Section
1. Membership
a. 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.
b. A
member-at-large (MAL) of AAUW may become a member of the branch upon payment of
branch and state dues.
c. 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.
d. 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 [AAUW] publications. [distributed to all members.] [Student]
affiliates may not vote or hold office.
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 two
weeks 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.
[d. 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.]
[e][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 [for members who join midyear].
[f][e]. Payment of
additional dues shall be waived for a transferring member whose current dues
have been paid to another branch.
ARTICLE V. [OFFICERS]
[BOARD OF DIRECTORS]
Section
1. [There
shall be] [The board of directors
shall include] officers to fulfill the functions of administration,
program, membership, finance, public policy, AAUW [F][f]unds, [fundraising, by-laws, parliamentarian, secretary] and
communications.
Section
2. The elected [board] officers shall be president, president-elect, vice-president
for program, vice-president for membership,
vice-president for finance, secretary, and AAUW funds director.
Section
3. The elected officers, except president and
president elect, shall serve for a term of two years or until their successors
have been elected and assume office. The
president and president- elect shall each serve for a one year term. The term of each elected officer shall begin
on July 1.
Section
4. The appointed [board] officers shall be [treasurer],
parliamentarian, [and chairs for]
public policy, bylaws, [interest groups]
fundraising, and communications.
Section
5. The
appointed [board] officers shall be
appointed by the incoming president to serve for a one year term commencing
July 1.
Section
6. No
officer shall be eligible to serve more than 4 consecutive years in the same
office. Any officer who serves more than
half a term shall be considered as having served a full term.
Section 7.
The incoming
president may call a meeting of the incoming officers prior to July 1.
Section
8. A vacancy in an elected office, excluding the
president and president-elect, shall be filled for the unexpired term by the
board of directors. A vacancy in an
appointed office shall be
filled by the president. In the case of a vacancy of the president,
the president-elect shall assume that office.
In the case of a vacancy in the office of president-elect, the
nominating committee shall nominate a candidate for president-elect and the election
shall take place at the next general meeting.
[Section 9. Other appointed positions shall be filled
pursuant to branch policies.]
ARTICLE
VI. DUTIES OF [BOARD] OFFICERS
Section 1.
[Board] 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 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 AAUW and state.
Section 3. Meetings of the board shall be held at least
six times per year. Special meetings may
be called by the president and shall be called upon the request of five members
of the board.
Section 4. The quorum of the board shall be a majority
of its members of which at least two must be elected officers.]
Section 5.
All officers shall submit an annual written or electronic report to the
president by the end of the fiscal year.
Section 6.
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 AAUW and state.
Section 7.
The president-elect shall take office one year prior to automatic
succession to the office of president and shall preside at meetings in the
absence of the president and shall act in the absence or disability of the
president.
Section 8. The vice president for programs shall
serve as chair of the program committee and shall preside at meetings in the
absence of the president or president-elect.
Section 9.
The vice president for membership shall serve as chair of the membership
committee and shall preside at meetings in the absence of the president,
president-elect, or vice-president for programs.
Section 10. The vice
president for finance shall serve as [general]
chair of the finance committee, overseeing the treasurer, budget, and
preparation of tax returns, and shall preside at meetings in the absence of the
president or president-elect, vice-president for programs, and vice-president
for membership.
Section 11.
The secretary shall record and keep minutes of all board meetings and
business conducted at the general and annual meetings.
Section 12. The AAUW funds director shall coordinate all programs and
disbursement of all [EF/LAF] [AAUW] funds.
Section 13. Elected and appointed officers shall
perform duties as specified in the branch policies.
ARTICLE VII. ROTATION OF OFFICERS
Section
1. The president-elect shall be elected each
year with automatic succession to the office of president the following year.
Section 2.
In even-numbered years, the vice-president for finance, secretary, and AAUW
funds director shall be elected.
Section 3.
In odd-numbered years, the vice-president for program, and vice-president
for membership shall be elected.
ARTICLE VIII. NOMINATIONS
Section 1.
The President shall appoint a nominating committee chair and two to
three additional members. At least one
of the [nominating committee] members
shall have previously served on the nominating committee, [one shall be a current or past board member, and one shall be from the
general membership.]
[Section
2.
The chair shall not be a board member, but shall report to the
board.
Section
3.
The committee shall compile a list of suitable candidates for the open
elected board positions. The chair shall
present the recommended candidates to the board for approval prior to notice to
the general membership.]
ARTICLE IX. ELECTIONS
Section
1. The names of the nominees shall be published
and sent to every member at least two weeks before the [annual meeting] [election].
[Elections shall be held at the annual
meeting or at a general membership meeting if necessary.]
[Section 2.
The nominating committee chair shall conduct the election of officers.]
Section
[2] [3]. Nominations may be made from the floor with
the consent of the nominee.
[Section
3.
Elections shall be held at the annual meeting or at a general meeting if
necessary.]
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 X. FINANCIAL ADMINISTRATION
Section
1. The
fiscal year shall correspond with that of the AAUW, and shall begin on July 1.
Section
2. Dues are payable on or before July 1. A member whose dues remain unpaid after July
31 shall be dropped from membership.
Section
3. The annual budget shall be adopted by the
board of directors for [presentation at]
[publication in] the September [general meeting] [newsletter].
Section
4. 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.
[ARTICLE
XI. BOARD OF DIRECTORS
Section
1.
The board of directors shall include the elected and appointed officers
of the branch.
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 AAUW and state.
Section 3. Meetings of the board
shall be held at least six times per year.
Special meetings may be called by the president and shall be called upon
the request of five members of the board.
Section 4. The quorum of the board shall be a majority
of its members of which at least two must be elected officers.]
ARTICLE
XI.
EXECUTIVE COMMITTEE
Section 1.
The executive committee shall consist of the elected officers of the
branch.
Section
2. The executive committee shall have emergency
power to act for the board of directors between meetings of the board and shall
have such power and duties as may be delegated to it by the board. The committee shall report to the board its
work and actions.
Section
3. The executive committee shall meet at the
call of the president or at the request of two of its members.
Section 4.
The quorum of the executive committee shall be a majority of its
members.
ARTICLE XII. [GENERAL MEMBERSHIP] MEETINGS
Section 1.
There shall be at least four general membership meetings each year.
Section
2. The
general membership meeting held in March, April or May shall be designated the
annual meeting.
Section
3. The annual meeting shall be held to conduct
business including but not limited to electing officers, establishing dues,
amending bylaws and giving directions to the board.
Section 4.
The quorum shall be the majority of branch members present and voting.
ARTICLE XIII. COMMITTEES
Section
1. Standing committees shall be finance,
program, membership, AAUW funds, [public
policy] communications, bylaws, and
fundraising.
Section
2. The chair of each standing committee shall be
the elected or appointed officer to that position.
Section 3.
Special committees may be appointed by the president with the consent of
the board.
ARTICLE XIV. CONVENTIONS
Delegates
and alternates to the state convention shall be [elected by the branch and certified by the president] [appointed by the president].
Every member has a vote for the AAUW convention.
ARTICLE XV. 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 XVI. LOSS OF RECOGNITION
The
provisions and conditions under which a branch may lose recognition are found
in the AAUW Bylaws.
ARTICLE XVII. PARLIAMENTARY AUTHORITY
The rules
contained in the current edition of Robert’s Rules of Order, Newly Revised
shall govern [this][all] branch [meetings, except when inconsistent with AAUW bylaws.] [in all instances
in which they are applicable and in which they are not inconsistent with these
bylaws or those of the state or AAUW.]
ARTICLE XVIII. 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 XIX. 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] [all] members at least two weeks prior to the meeting.