BYLAWS OF THE ROSEVILLE-SOUTH PLACER BRANCH OF AAUW
ARTICLE I. NAME
The name of this organization shall be Roseville-South Placer Branch of AAUW, hereinafter called the branch.
ARTICLE II. GOVERNANCE
The bylaws of the American Association of University Women, hereinafter called AAUW, and the bylaws of the American Association of University Women of the State of California, Inc., hereinafter called the state, shall govern this branch in all practices. The bylaws of this branch shall in no way conflict with the AAUW or state bylaws.
ARTICLE III. PURPOSE
The purpose of AAUW is to advance equity for women and girls through advocacy, education, philanthropy, and research.
The branch shall:
a. contribute to the growth and advancement of AAUW and AAUW Funds;
b. 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;
c. promote positive societal change in the community;
d. cooperate in AAUW, state and inter branch work.
ARTICLE IV. USE OF NAME
Section 1. Policies and Program. The policies and program of AAUW and the state shall be binding on all members and branches, and no member or branch shall use the name of AAUW or state to oppose such policies or program. Established channels may be used to change a policy or program.
Section 2. Member Rights. The freedom of speech of an individual member to speak a personal opinion in the member's own name is not abridged.
Section 3. Violations. Violations of the use of AAUW’s name shall result in action taken in accordance with AAUW policy.
ARTICLE V. MEMBERSHIP
Section 1. Eligibility
a. Individuals eligible to be admitted to membership are those holding an associate or equivalent, a baccalaureate or a higher degree from a regionally accredited college or university, 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 (AAUW + state + branch) on or before July 1 annually.
b. A member whose dues remain unpaid after July 31 shall be dropped from membership.
c. The provisions set forth in this section are the sole requirements of eligibility and admissibility for membership.
d. Refusal to admit an eligible graduate to branch membership shall result in loss of recognition of a branch.
Section 2. Member Rights Branch members shall be entitled to vote, hold office and participate in all branch activities and programs and receive the publications distributed to all members.
Section 3. Types of Memberships
a. Life Members. Paid life members of AAUW, as defined in the AAUW Bylaws, who are branch members are required to pay annual branch dues.
b. Fifty-Year Honorary Life Members. Any branch member who has paid AAUW dues for fifty (50) years shall become a Fifty Year Honorary Life Member, and shall thereafter be exempt from payment of AAUW, state and branch dues.
c. Student Affiliates. 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, state and branch boards of directors. Student affiliates may attend branch, state and AAUW meetings and receive the publications distributed to all members. Affiliates may not vote nor hold office.
d. Suspension of Membership. 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 toe AAUW policies and procedures.
ARTICLE VI. FINANCIAL ADMINISTRATION
Section 1. Fiscal Policies
a. The fiscal year shall correspond with that of AAUW, and shall begin on July 1.
b. The annual budget shall be adopted by the board of directors for presentation at the annual meeting.
c. 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 2. Annual Dues
a. Each member shall pay annual branch dues. 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 at least twenty (20) days prior to the meeting.
b. Dues are payable on or before July 1. After notification of nonpayment, a member still in arrears after July 31 shall be dropped.
c. Payment of additional dues shall be waived for a transferring member whose current dues have been paid to another branch.
d. A member of one of the national organizations 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.
e. New members may join at any time. Dues are payable upon joining. AAUW and branch portions of dues paid by new members between January 1 and the March 15 shall be one-half of the annual AAUW and branch dues, respectively. State dues shall not be reduced. New members who join after March 15 shall pay the full amount of annual dues which will continue their membership for the following fiscal year.
Section 3. Insurance
a. The branch is required to participate in state insurance programs to participate in state sponsored activities and projects. The branch must comply with all risk management requirements, state program directives and all other requirements as outlined in state policy and procedures.
b. The branch must obtain separate insurance coverage for activities and projects not covered under state insurance coverage.
Section 4. Financial Records
a. 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.
b. The president, with advice of the executive committee, shall appoint up to three (3) branch members to perform a review of the branch financial records as of June 30. The results of the review shall be reported to the members in the branch bulletin.
ARTICLE VII. NOMINATIONS AND ELECTIONS
Section 1. Nominations. There shall be a nominating committee consisting of the chair and two (2) members, elected by the board at the first board meeting of the calendar year. The term of the committee members shall be one year.
Section 2. Notice. The names of the nominees for elected officers shall be published and sent to every member at least twenty (20) days before the annual meeting. Nominations may be made from the floor with the consent of the nominee.
Section 3. Elections. The election of elected officers shall be held at the annual meeting. 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 VIII. OFFICERS
Section 1. Required Officers. There shall be officers to fulfill the functions of administration, program, membership, public policy, finance, AAUW Funds, and communications.
Section 2. Elected Officers. The elected officers shall be president, president-elect, secretary, and vice-presidents for program, membership, secretary and treasurer, or secretary/treasurer.
Section 3. Appointed Officers. The appointed officers shall be the chairs of the AAUW Funds, public policy, development, bylaws, and communications committees, and a membership treasurer and a parliamentarian. They shall be appointed incoming executive committee prior to July 1.
Section 4. Co-officers. Each position may be filled by a single officer or co-officers.
Section 5. Term. Officers shall serve for a term of one (1) year or until their successors have been elected or appointed and assume office. The term of each officer shall begin on July 1.
Section 6. Incoming Officers. The incoming president may call a meeting of the incoming officers prior to July 1.
Section 7. Vacancies. A vacancy in office, excluding the president and president-elect, shall be filled for the un expired term by the board of directors. A vacancy in the office of president shall be filled by the president-elect or if there is no president-elect, the line of succession is the program vice president, then the membership vice president. A vacancy in the office of president-elect shall be filled by the nominating committee re-convening to nominate a candidate to be elected at the next regular branch meeting.
ARTICLE IX. DUTIES OF OFFICERS
Section 1. General. 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. Annual Reports. All officers shall submit an annual written report to the president.
Section 3. President. The president shall be the official spokesperson and representative for the branch. The president shall be responsible for submitting such reports and forms as required by AAUW and state, and for maintaining enrollment in state insurance program.
Section 4. President-Elect. The president-elect shall perform the duties of the president in the absence of the president and perform such other duties as requested by the president or board of directors.
Section 5. Vice-Presidents. The vice-presidents shall perform such duties as the president and board direct.
Section 6. Treasurer. 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 AAUW and state by the specified deadline. The treasurer shall send moneys for any AAUW
501(c)3 entity, such as AAUW Funds and state Special Projects Fund, by the specified deadlines and shall keep separate ledgers for each type of account.
Section 7. Secretary. The secretary shall record and keep minutes of all board, executive committee, and branch membership and special membership meetings.
ARTICLE X. BOARD OF DIRECTORS
Section 1. Composition. The board of directors shall include the elected and appointed officers of the branch. Any chair of a special committee may serve as voting members on the board of directors with the approval of the board. The membership treasurer and parliamentarian shall be non-voting members.
Section 2. Powers and Duties. 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 responsibilities delegated by AAUW and the state.
Section 3. Meetings. Regular meetings of the board shall be held at least six (6) times per year. Special meetings may be called by the president and shall be called upon request of two (2) members of the board or the written request of five (5) members of the branch, provided that at least three (3) days notice has been given to the board members. Regular board meetings shall be noticed in the branch bulletin and any branch member may attend as an observer.
Section 4. Quorum. The quorum of the board shall be a majority of its members. Co-officers shall be considered as one voting member.
ARTICLE XI. EXECUTIVE COMMITTEE
Section 1. Composition. The executive committee shall consist of the elected officers.
Section 2. Powers. The executive committee shall have the power to act for the board between meetings of the board and shall have such power and duties as may be delegated to it by the board.
Section 3. Meetings and Action
a. The committee shall meet at the call of the president or at the written request of two (2) of its members. The quorum shall be a majority of the committee.
b. Between meetings of the board of directors, a written or electronic vote of the executive committee may be taken at the request of the president on any question, provided every member of the committee shall have an opportunity to vote on the question submitted. The vote of the majority on questions so submitted shall be considered an act of the committee.
c. The committee shall report its actions to the board at the next board meeting.
ARTICLE XII. COMMITTEES
Section 1. Standing Committees. Standing committees shall be program, membership, finance, AAUW Funds, Legal Advocacy, public policy, development, bylaws, and communications. The program, membership, and finance committees shall be chaired by the respective elected officers; the remaining standing committees shall be chaired by the respective appointed officers. The committee chairs shall appoint members to their committee as needed.
Section 2. Special Committees. Special committees may include bulletin, community/education, telephone tree, hospitality, fundraising, Tech Trek, Speech Trek, scholarship, sunshine, and handbook. The chairs of special committees shall be appointed by the incoming president with the consent of the incoming executive committee prior to July 1. The board may establish such other committees as it deems necessary.
ARTICLE XIII. MEMBERSHIP MEETINGS
Section 1. General Meetings. There shall be at least six (6) general membership meetings each year, one of which shall be the annual meeting.
Section 2. Annual Meeting. The general membership Annual Meeting held in April or May shall be designated the Annual Meeting, the exact date, time and place to be determined by the board. The purpose of the annual meeting shall be to conduct business, including but not limited to hearing officers' reports, reviewing the budget, electing the elected officers, voting on any change in branch dues, amending bylaws, and giving directions to the board.
Section 3. Special Meetings. Special meetings may be called by the president or shall be called by the president on the written request of at least twenty-five percent (25%) of the voting members of the board of directors or ten percent (10%) percent of the branch membership.
Section 4. Quorum. The quorum shall be fifteen percent (15%) of the branch members.
ARTICLE XIV. PROPERTY
Section 1. Ownership. 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 AAUW or the state, except that such property shall not be used for any
purposes contrary to those of AAUW or the state.
Section 2. Effect of Dissolution. In the event of the dissolution of the branch, all assets of the branch shall be transferred and delivered to an AAUW entity.
ARTICLE XV. FORFEITURE OF BRANCH STATUS
Violations of the Use of Name policy shall result in action taken in accordance with AAUW policy.
ARTICLE XVI. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern applicable and in which they are not inconsistent with these bylaws or those of state or AAUW.
ARTICLE XVII. INDEMNIFICATION
Every member of the 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 XVIII. AMENDMENTS TO THE BYLAWS
Section 1. AAUW Mandated Amendments. Amendments required by AAUW or the state 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 law or their articles of incorporation.
Section 2. Other Amendments. Provisions of these bylaws not governed by the AAUW Bylaws and state Bylaws may be amended by a two-thirds (2/3) vote of those present and voting at a general membership meeting provided written notice shall have been given to every member at least twenty (20) days prior to the meeting. Proposed amendments to the branch bylaws that require a member vote shall be sent to the district representative on the state bylaws committee for approval before the call for the branch vote.
Date Last Amended: May 2001, May 17, 2008
Mandatory Amendments: November 2004, October 2005, December 2005, October 2009