Poway Penasquitos By-Laws

Updated: March 2017

BYLAWS of THE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN

POWAY-PENASQUITOS BRANCH

ARTICLE I. NAME AND GOVERNANCE

Section 1. Name. The name of the organization shall be the American Association of University Women (AAUW) of Poway-Penasquitos, hereinafter known as the “Branch.”

Section 2. Affiliate. AAUW Poway-Penasquitos is an Affiliate of AAUW as defined in Article V.

Section 3. Legal Compliance. The Branch shall comply with the requirements of AAUW and federal, state, and local law. The bylaws of the Branch 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 equity for women and girls through advocacy, education, philanthropy, and research. The purpose of the Branch is to further AAUW purposes and policies.

Section 2. Policies and Programs. In keeping with this purpose, the Branch shall promote equity, education, and development of opportunities for women and girls that 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 1. Composition. The members of AAUW at present consist of members (“Individual Members”) and college/university members (“College/University Members”).

Section 2. Basis of Membership.

  1. 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. 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.

  1. 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.

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.

  1. Amount. 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.
  2. 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 nonprofit 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. Organization.

  1. Purpose. Affiliates shall promote the purposes, programs, and policies of AAUW.
  2. Bylaws. Affiliates shall develop bylaws as meet their needs. However, any such bylaws shall not conflict with AAUW Bylaws or with applicable law.
  3. 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.

  1. The AAUW affiliation status of an Affiliate may be revoked for cause through affiliation review procedures specified by the AAUW Board of Directors.
  2. 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 Branch 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 Branch’s board of directors without a vote of the Branch’s membership and as prescribed by the AAUW Board of Directors.

ARTICLE VIII. BRANCH MEMBERSHIP AND DUES
Section 1. Branch Membership. 
a.      A member of national AAUW, as defined in Article IV, may become a member of the Branch upon payment of Branch dues.
  1. All Branch members are required to be members of the American Association of University Women of the State of California, Inc, hereinafter called AAUW CA, in order for the Branch to be eligible for AAUW CA insurance and programs.

Section 2. Dues.  (See also Article IV, Section 4.)

  1. 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 seven days prior to the meeting.
  2. Branch dues for college/university representatives shall be set by the board. AAUW CA dues are waived for college/university representatives.
  3. AAUW paid life members, as defined in Article IV, Section 2-a-(4)-(a), are not exempt from payment of AAUW CA and Branch dues.
  4. Fifty-Year Honorary Members as defined in Article IV, Section 2-a-(4)-(b) shall be exempt from the payment of national AAUW, AAUW CA and Branch dues
ARTICLE IX.  NOMINATIONS AND ELECTIONS

Section 1. Nominations.

  1. There shall be a nominating committee of four members, elected or appointed as follows: two shall be board members appointed by the board at the first meeting of the fiscal year, with one appointed committee chair, and two shall be elected by the membership at the first membership meeting of the year.
  2. The term of service on the nominating committee shall be for one year (from time of appointment or election) for a maximum of one consecutive term.
  3. c. The names of the nominees for elected office shall be published and sent to every member at least seven days prior to the annual Branch meeting.
  4. Nominations may be made from the floor with the consent of the nominee.

Section 2. Elections.

  1. Elections shall be held at the annual Branch meeting.
  2. 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.
  3. Mail ballots or electronic voting may be used for elections, provided the number of members voting meets the quorum stated for meetings in Article X, Meeting.
  4. The election format may be changed by the board to conform to changing state laws.

ARTICLE X.  OFFICERS

Section 1.  Officers.

  1. The elected officers for the Branch shall be president, vice presidents for program and membership, secretary and treasurer.
  2. The appointed officers shall be Public Policy, AAUW Funds, Communications, Parliamentarian and such other officers as deemed necessary. They shall be appointed by the president with the consent of the board.
  3. Officers shall serve for a term of one year or until their successors have been elected or appointed and assume office. Term of office shall begin on July 1. The incoming president may call a meeting of the incoming officers prior to July 1.
  4. No officer shall hold more than one office at a time, and no elected officer shall be eligible to serve more than two consecutive terms in the same office.
  5. All vacancies in office with the exception of the President, shall be filled for the unexpired term by the board. A vacancy in the office of President shall be filled by the vice presidents in the order listed in Section 1.a
  6. Each office may be filled by a single officer or co-officers.

Section 2. Duties

  1. 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.
  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 AAUW and the state.
  3. The vice presidents shall perform such duties as the president and the board shall direct and as specified in Branch policies and job descriptions.
  4. The finance officer shall be responsible for collecting, distributing and accounting for the funds of the Branch and for meeting all required governmental and AAUW filing deadlines.
  5. The secretary shall record and keep minutes of all noticed board, membership, and special meetings, and shall make the minutes available upon request.
  6. All officers and chairs shall submit annual reports to the president.

ARTICLE XI.  BOARD OF DIRECTORS

Section 1.  Composition. The board of directors shall include the elected officers and the following appointed officers: Public Policy Chair, AAUW Funds chair, Communications Chair, with the parliamentarian serving as a non-voting member

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 XIII, Financial Administration, Section 2.

Section 3.  Meetings.  Meetings of the board shall be held at least six 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 three members of the board provided that at least seven 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 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, conference call, 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 voting 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 by a two-thirds vote of the board in accordance with policies and procedures adopted by AAUW.

ARTICLE XII.  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.

ARTICLE XIII.  FINANCIAL ADMINISTRATION

Section 1.  Fiscal Year.  The fiscal year shall correspond with that of AAUW:  July 1 through June 30.

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 membership no later than the October meeting.

Section 4.  Insurance

  1. The Branch is required to participate in the AAUW CA insurance programs in order to participate in AAUW CA sponsored activities and projects. The Branch must comply with all risk management requirements, AAUW CA program directives, and all other requirements as outlined in AAUW CA policy and procedures.
  2. The Branch must obtain separate insurance coverage for activities and projects not covered under the AAUW CA insurance coverage.

ARTICLE XIV.  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 between the months of March 1 and April 30 with the exact time and place to be determined by the board.

Section 2.  Membership Meetings.  The Branch shall hold at least two 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 or shall be called by the president at the written request of twenty-five percent of the members of the board or ten percent of the Branch membership.

Section 4.  Meetings Notice.  Notice of meetings shall be sent to all members of the Branch at least seven days prior to the meetings.

Section 5.  Voting.  Voting members entitled to vote at any meeting of members or by ballot shall be all those voting members in good standing as of the date of the meeting.

Section 6.  Quorum.  The quorum shall be twenty percent of the Branch membership.

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 board or committee member is entitled.

ARTICLE XVI.  AMENDMENTS TO THE BYLAWS

Provisions of these bylaws not governed by the AAUW (see Article VII) or AAUW CA 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 seven days prior to the meeting.

Date Last Amended by Branch Vote:  April 13, 2016

Mandatory Amendments Made Since Then:  March 13, 2017