BYLAWS OF THE ROSEVILLE-SOUTH PLACER BRANCH OF AAUW
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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 this branch is to further AAUW’s mission to advance equity for women and girls through advocacy, education, philanthropy, and research.
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 who hold 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 person to branch membership shall result in loss of recognition of a branch.
e. 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.
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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, are required to pay annual state and branch dues to become a branch member.
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. MAL. A member-at-large (MAL) of AAUW may become a member of the branch upon payment of branch and state dues.
d. 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.
Section 4. Annual Dues.
a. Changes in branch dues shall be subject to the approval of the membership 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. Payment of additional dues shall be waived for a transferring member whose current dues have been paid to another branch.
c. 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.
d. New members may join at any time. Dues are payable upon joining. The national, state and branch portion of the dues paid by new members for less than a full year is determined by AAUW, state, and branch policy.
ARTICLE VI. FINANCIAL ADMINISTRATION
Section 1. Fiscal Year. The fiscal year shall correspond with that of AAUW and shall begin on July 1.
Section 2. Financial Policies. 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, including an annual financial review.
Section 3. Budget. The annual budget shall be adopted by the board of directors, hereinafter called the board, no later than the August board meeting, as provided in branch policies and procedures.
Section 4. Insurance.
a. The branch is required to participate in state insurance programs in order to participate in state sponsored activities and projects. The branch must comply with all risk management
AAUW Roseville-South Placer Branch Bylaws Last Amended April 16, 2010 Page 3 of 6 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.
ARTICLE VII. NOMINATIONS AND ELECTIONS
Section 1. Nominations.
a. A nominating committee, consisting of the chair and two (2) members, shall be elected by the board at the first board meeting of the calendar year.
b. The term of the committee members shall be one year. Committee members may not serve for consecutive terms.
c. 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.
d. At the annual meeting, nominations may be made from the floor with the consent of the nominee.
Section 2. Elections.
a. Elections shall be held at the annual meeting.
b. 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 AND DIRECTORS
Section 1. Elected Officers. The elected officers shall be the president, president-elect, secretary, and vice-presidents for program, membership, and finance.
Section 2. Appointed Directors. The appointed directors shall be a parliamentarian and the chairs of any other committees established by board policy. Appointed directors shall be appointed by the president with the approval of the incoming executive committee prior to July 1.
Section 3. Co-Officers/Directors. Each position may be filled by one or two persons.
Section 4. Term. Officers and Directors 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 and director shall begin on July 1.
Section 5. Vacancies. A vacancy in office, excluding the president and president-elect, shall be filled for the unexpired term by the board. 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.
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Section 2. 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.
Section 3. 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.
Section 4. Membership and Program Vice-Presidents. The membership and program vice- presidents shall perform such duties as the president and board direct and as specified in branch policies and procedures.
Section 5. Finance Vice-President. The finance vice-president shall be responsible for collecting, distributing, and accounting for the funds of the branch, according to branch policies and procedures.
Section 6. Secretary. The secretary shall record and keep minutes of all board, executive committee, and branch membership meetings.
ARTICLE X. BOARD OF DIRECTORS
Section 1. Composition. The board of directors shall include the elected officers and appointed directors, with the parliamentarian serving as a non-voting member.
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 for carrying out its mission and for financial administration. 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 at a time and place agreed upon by the board. 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. Any branch member may attend board meetings as an observer.
Section 4. Quorum. The quorum of the board shall be a majority of its members. Co-officers/directors shall be considered as one voting member.
Section 5. Removal from Office. A member of the board may be removed for any reason by a two-thirds vote of the board in accordance with policies and procedures adopted by AAUW.
ARTICLE XI. EXECUTIVE COMMITTEE
Section 1. Composition. The executive committee shall consist of the elected officers, with the parliamentarian serving as a non-voting member.
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Section 2. Powers and Duties. The executive committee shall have the power to act for the board between meetings of the board and shall report to the board all actions taken by it. It shall perform such duties as may be delegated to it by the board.
Section 3. Meetings and Action.
a. The executive 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. The incoming president shall call a meeting of the incoming executive committee prior to July 1 to appoint directors and plan for the coming year.
c. Between meetings of the board, a written, conference call, 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.
d. 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, and finance, chaired by the respective vice-presidents.
Section 2. Other Committees. Other committees that are deemed necessary to carry out the functions of the branch and the AAUW mission shall be established by board policy. Such committees shall be chaired by the appointed directors.
Section 3. Duties. With the approval of the board, each committee shall formulate programs and activities to carry out the mission of AAUW. Each committee shall submit a written annual report to the president.
ARTICLE XIII. MEMBERSHIP MEETINGS
Section 1. Annual Meeting. The annual meeting shall be held in April or May, 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 directors' reports, electing the elected officers, voting on any change in branch dues, amending bylaws, and giving directions to the
board.
Section 2. Special Meetings. Special meetings may be called by the president or shall be called by the president on the written request of at least three (3) board members or ten (10) branch members.
Section 3. Notice. Notice of meetings shall be sent to all members of the branch at least ten (10) days prior to a meeting, unless the executive committee determines there is the need for an emergency meeting, in which case notice shall be given at least three (3) days in advance.
Section 4. Quorum. The quorum shall be ten percent (10%) of the branch membership.
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ARTICLE XIV. PROPERTY
Section 1. Ownership. The title for all property, funds and assets of the branch 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. LOSS OF RECOGNITION
The provisions and conditions under which a branch may lose recognition are found in the AAUW bylaws.
ARTICLE XVI. PARLIAMENTARY AUTHORITY
The rules contained in the 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 these bylaws or those of state or AAUW.
ARTICLE XVII. INDEMNIFICATION
Every member of the board or a committee 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.
Section 2. Other Amendments. Amendments to these bylaws not governed by the AAUW or state bylaws require a member vote. They shall be approved by the board and then sent to the district representative on the state bylaws committee for approval before the call for the branch vote.
Section 3. Branch Vote. Following state approval, such other amendments may be approved 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.