Following are the draft bylaws for the Northstar E-Branch:

 

BYLAWS OF THE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN

NORTHSTAR E-BRANCH

 

ARTICLE I. NAME

The name of this organization shall be the American Association of University Women, AAUW Northstar E-Branch, hereinafter called the branch.

 

ARTICLE II. GOVERNMENT

The Charter and Bylaws of the American Association of University Women, hereinafter called the Association or AAUW , shall govern this branch in all practices. The bylaws of this branch shall in no way conflict with the AAUW Charter and Bylaws. Every amendment to the bylaws of the Association shall become effective and binding on this branch.

 

ARTICLE III. PURPOSE

The purpose of this branch shall be to unite graduates of different educational institutions in order to promote equity, education, intellectual growth, individual worth, and development of opportunities for women and girls.

The branch shall

a. contribute to the growth and advancement of the Association and the AAUW Educational Foundation;

b. participate in the 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;

c. support branch needs and promote positive societal change in the community;

d. cooperate in AAUW regional, state, and interbranch work.

 

ARTICLE IV. USE OF NAME

Section 1. The policies and program of the Association and the state shall be binding on all members and branches, and no member or branch shall use the name of the Association to oppose such policies or program. 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 AAUW by an individual shall be interpreted as use of name in application of Section 1.

Section 4. On any matter on which the Association has no policy, the only action that 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 name shall result in

a. a member's suspension for one year or expulsion from membership or

b. loss of recognition of a branch.

 

ARTICLE V. MEMBERSHIP

Section 1. Individuals eligible to be admitted to membership are those holding an associate or equivalent , baccalaureate, or higher degree from a qualified educational institution, a degree from a foreign institution recognized by the International Federation of University Women (IFUW), or a foreign degree acceptable as a basis for admission by graduate schools at qualified universities of the U.S.A. and who have paid dues (Association + state + branch dues) on or before July 1 annually. The provisions set forth in this section are the sole requirements of eligibility and admissibility for membership. Refusal to admit an eligible graduate to branch membership shall result in loss of recognition of a branch. The branch member shall be entitled to vote, hold office, participate in all branch activities and programs, and receive the publications distributed to all members.

Section 2. Paid life members of AAUW, as defined in the AAUW Charter and Bylaws, Article IV Section 3.a.(5) (a), who are branch members are required to pay annual state and branch dues.

Section 3. 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 dues and may be exempt from state and branch dues. {Note: If your branch and state exempt Fifty-Year Honor Members from branch and state dues, re-word sentence to read “……..exempt from payment of Association, state and branch dues”.}

Section 4. An undergraduate student enrolled in a qualified 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 publications distributed to all members. Affiliates may not vote nor hold office.

 

ARTICLE VI. FINANCIAL ADMINISTRATION

Section 1. The fiscal year shall correspond with that of the Association and shall begin on July 1.

Section 2. Changes in branch dues shall be established at the annual meeting by a two-thirds vote of those present and voting, provided written notice has been given to all the members 30 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 from membership .

Section 4. Payment of additional dues shall be waived for a transferring member whose current dues have been paid to another branch.

Section 5. 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 U.S.A., may attend branch meetings without vote.

Section 6. New members may join at any time. Dues are payable upon joining . The Association portion of dues paid by new members between January 1 and March 15 shall be one-half the annual Association dues. The branch board of directors may set a reduction for branch dues.

Section 7. The annual budget shall be adopted by the board of directors for presentation to the branch. {OPTION: “……by the board of directors for approval by the branch”.}

Section 8. The branch board of directors shall set and maintain policies and procedures to control financial records consistent with generally accepted accounting principles and federal, state, and local laws.

Section 9. The branch shall conduct an annual financial review.

xxxx

 

ARTICLE VII. OFFICERS

Section 1. There shall be officers or co-officers to fulfill the functions of administration, program, membership, public policy, finance, Educational Foundation, and communications.

Section 2. The elected officers shall be a president, or official representative, vice president(s) for xxxx, secretary and treasurer or secretary/treasurer.

Section 3. The appointed officers shall be xxxx. They shall be appointed by xxxx.

Section 4. Officers shall serve for a term of 2 year(s) or until their successors have been elected or appointed and assume office. The term of each officer shall begin on July 1.

Section 5. No member shall be eligible to serve more than 3 consecutive terms in the same office. No appointed officer , with the exception of xxxxx shall be eligible to serve more than 3 consecutive terms in the same office.

Section 6. The incoming president may call a meeting of the incoming officers prior to July 1.

Section 7. A vacancy in 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 xxxx {choose either the president-elect or the vice presidents in the order listed in Section 2}.

 

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. All officers shall submit an annual written or electronic report to the president.

Section 3. 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 the state.

Section 4. The vice president(s) shall perform such duties as the president and board shall direct.

Section 5. The secretary shall record and keep minutes of all business and special meetings

Section 6. The treasurer 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 the state by the specified deadline. The treasurer shall send moneys for the Educational Foundation, including the Legal Advocacy Fund, by the specified deadlines and shall keep separate ledgers for each type of account.

 

ARTICLE IX. NOMINATIONS

Section 1. There shall be a nominating committee of 3 {select 3 or 5} members, elected as follows: xxxx {select either all elected by the members at a regularly scheduled meeting or a combination of x-number elected by the members and x-number elected by the board of directors as long as the majority are elected by the members}. One of the committee shall be appointed chair by the xxxx {select either the president or the board of directors}.

Section 2. Members shall serve a term of 2 year(s). {NOTE: Select one year or two years} for a maximum of 2 consecutive terms. {Two terms recommended.}

 

ARTICLE X. ELECTIONS

Section 1. The names of the nominees shall be published and sent to every member at least 60 days before the annual meeting.

Section 2. Nominations may be made from the floor with the consent of the nominee.

Section 3. All elections shall be held at the annual meeting.

Section 4. Elections shall be by 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

{Option — if omitted, renumber remaining articles accordingly}

Section 1. The following officers shall be elected in even-numbered years: xxxx

Section 2. The following officers shall be elected in odd -numbered years: xxxx shall be elected in odd numbered years.

 

ARTICLE XII. BOARD OF DIRECTORS

Section 1. The board of directors shall include the elected officers and the following appointed officers of the branch: xxxx.

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 the state.

Section 3. Meetings of the board shall be held at least 3 times per year. Special board meetings may be called by the president and shall be called upon the request of 25% {25% suggested} voting members of the board.

Section 4. 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 board provided that every voting member shall have an opportunity to vote on the question submitted. Voting will close by a specified time. The votes shall be returned to the secretary {OPTION: the parliamentarian}. 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 a board meeting. The result of the vote shall be recorded in the minutes of the next board meeting.

Section 5. The quorum of the board shall be a majority of its voting members. Co-officers shall be considered as one voting member of the board.

 

ARTICLE XIII. EXECUTIVE COMMITTEE

[OPTION: If no executive committee, re-number remaining articles]

Section 1. The executive committee shall consist of the elected officers.

Section 2. The executive committee shall have the power to act for the board between meetings of the board and shall report to the board on all actions taken by it. It shall perform such other duties as may be delegated to it by the board.

Section 3. Meetings of the executive committee shall be held on the call of the president or by written request of three of its members.

Section 4. 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 committee shall have an opportunity to vote on the question submitted. Voting will close by a specified time. The votes shall be returned to the secretary {OPTION: the parliamentarian} 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.

Section 4. The quorum of the executive committee shall be a majority of its voting members. Co-officers shall be considered as one voting member of the executive committee.

 

ARTICLE XlV. MEETINGS

Section 1. There shall be at least 1 general membership meetings each year.

Section 2. The general membership meeting held between xxxx and xxxx shall be designated the annual meeting, the exact date, time and place to be determined by the board.

Section 3. The annual meeting shall be to conduct business including but not limited to receiving reports, reviewing the budget and the financial report, electing officers, establishing dues, amending bylaws, and giving directions to the board.

Section 4. Special meetings may be called by the president or shall be called by the president on the written request of 25% {25% suggested} of the voting members of the board of directors or 10% {10% suggested} percent of the branch membership.

Section 5. The quorum shall be percent of the branch membership.

 

ARTICLE XV. COMMITTEES

Section 1. Standing committees shall be program, membership, public policy, finance, Educational Foundation, bylaws, communications and xxxx.

Section 2. Standing committee chairs, except those provided for by election, shall be appointed by the president with the consent of the executive committee. board. {OPTION: board}.

Section 3. Standing committee members shall be appointed by the committee chair with the consent of the president. {OPTION: appointed by the president with the consent of the committee chair}.

Section 4. Special committees and/or task forces may be appointed by the president with the consent of the board.

 

ARTICLE XVI. CONVENTIONS

Delegates and alternates to AAUW and state conventions, as described in Association and state bylaws, shall be elected by the branch and certified by the president.

 

ARTICLE XVII. 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 XVIII. FORFEITURE OF BRANCH STATUS

Article XII of the AAUW Charter and Bylaws contains the provisions and conditions under which a branch may be discontinued.

 

ARTICLE XIX. 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 Association or the state.

 

ARTICLE XX. 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 XXI. AMENDMENTS TO THE BYLAWS

Section 1. 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 its articles of incorporation.

Section 2. Prior to being voted on, all other proposed amendments to the branch bylaws shall be sent to the state bylaws chair for approval.

Section 3. 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 a general membership meeting provided written notice shall have been given to every member at least 30 days prior to the meeting.

 

January 30, 2009

(Date Last Amended)