BYLAWS OF AMERICAN ASSOCIATION OF UNIVERSITY WOMEN (AAUW) HARFORD COUNTY, MARYLAND BRANCH
ARTICLE I. NAME AND GOVERNANCE
Section 1. Name. The name of the organization shall be the American Association of University Women (AAUW) Harford Branch, hereinafter known as the “Affiliate.”
Section 2. Affiliate. AAUW Harford County Branch is an Affiliate of AAUW as defined in Article V.
Section 3. Legal Compliance. The Affiliate shall comply with the requirements of AAUW and federal, state, and local law. The bylaws of the Affiliate 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 Organization is to further AAUW purposes and policies.
Section 2. Policies and Programs. In keeping with this purpose, the Affiliate 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.
- Individual Members.
- 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.
- 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.
- 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.
- Life Membership.
- 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.
- 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.
- 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.
- 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.
- Purpose. Affiliates shall promote the purposes, programs, and policies of AAUW.
Affiliates shall develop bylaws as meet their needs. However, any such bylaws shall not conflict with AAUW Bylaws or with applicable law.
- 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.
- The AAUW affiliation status of an Affiliate may be revoked for cause through affiliation review procedures specified by the AAUW Board of Directors.
- 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 Affiliate 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 Affiliate’s board of directors without a vote of the Affiliate’s membership and as prescribed by the AAUW Board of Directors.
ARTICLE VIII. NOMINATIONS AND ELECTIONS
Section 1. Nominations
- There shall be a nominating committee of three members appointed by the president, with the approval of the board of directors at least two months prior to the annual election. There shall be no more than one current board member on the nominating committee.
- The term of service on the nominating committee shall be for one year.
- The names of the nominees for elected office shall be published and sent to every member at least fourteen days before the election.
- Nominations may be made from the floor with the consent of the nominee.
Section 2. Elections
- Election shall be held at the annual branch meeting.
- 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 of those voting.
- Mail ballots or electronic voting may be used for elections, provided the number of members voting meets the quorum for meetings in Article XI.
ARTICLE IX OFFICERS AND DIRECTORS
Section 1. Officers and Directors.
- The elected officers for the Organization shall be president, program vice president, membership vice president, treasurer, corresponding secretary and recording secretary.
- The appointed officers shall be historian, AAUW funds chair(s), public policy chair, bylaws review chair, public relations chair, and website manager. Also appointed shall be representatives for diversity, for education K-12 and children’s issues, for higher education, and coordinators for interest groups. They shall be appointed by the president with consent of the board.
- Officers shall serve for a term of two years or until their successors have been elected or appointed and assume office. Term of office shall begin on July 1.
- No elected 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.
- All vacancies in office shall be filled for the unexpired term by the board, with the exception of the office of president, which shall be filled by the program vice president.
- Each office may be filled by an officer or co-officers. If Organization has co-presidents or co-officers, the two are considered as one.
- The following officers shall be elected in even years: membership vice president, recording secretary, and treasurer. The following officers shall be elected in odd years: president, program vice president, and corresponding secretary.
Section 2. Duties
- 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.
- The president shall be the official spokesperson and representative for the Organization and shall be responsible for submitting such reports and forms as required by AAUW.
- The vice presidents shall perform such duties as the president and the board shall direct and as specified in policies and job descriptions.
- The finance officer (treasurer) shall be responsible for collecting, distributing and accounting for the funds of the branch and for meeting specific deadlines.
- The recording secretary shall record and keep minutes of all board, membership, and special meetings.
All officers and chairs shall submit annual reports to the president.
Section 3. Terms of Office.
- Terms of Office. Board members shall serve for a term of two years or until their successors have been elected or appointed and have assumed office. Board members may be elected or appointed to serve for one additional term, but no member shall hold the same office for more than two consecutive terms with the exception of the corresponding secretary/newsletter editor. A full term is considered service in office for six months. No member shall hold more than one board position, elected or appointed, at any given time.
- Beginning of Terms. The term of each officer and director shall begin on start of fiscal year. The incoming or continuing administrative officer may call and hold a meeting of the incoming Board of Directors and/or of the incoming Executive Committee prior to first board meeting, so long as any vote taken at the meeting includes only those entitled to vote in that body on the date of the meeting. No incoming member shall be entitled to vote in that body until the first of July.
- Removal from Office. An officer or director of the Organization may be removed for any reason or no reason by a majority vote at an in-person meeting of the Board of Directors in accordance with policies and procedures adopted by the Board of Directors. The president or vice president for membership will then send a letter of termination to person voted out of office.
Section 4. Vacancies.
- All vacancies in office, excluding the administrative officer, shall be filled for the unexpired term by the Board of Directors.
- A vacancy in the office of the administrative officer (president) shall be filled by the elected vice president for membership. If there are co-presidents and one is unable to serve, the other co-president shall continue as a single president.
ARTICLE X. BOARD OF DIRECTORS
Section 1. Members.
The elected and appointed officers and directors shall constitute the Board of Directors of this Organization. This Organization must have six directors and a minimum of two separate officers, one responsible for the management of the Organization and one responsible for the financial affairs. In addition, the Organization shall designate a member other than the contacts for administration and finance to record and make available upon request the minutes of each meeting and board meeting. (Note: An officer must supervise the recording and maintaining of the minutes if the designated member is not an officer).
Section 2. Powers and Duties. In accordance with the bylaws, the Board of Directors shall have the general power to:
- provide oversight to ensure the proper administration of the affairs of the Organization; carry out its policies, financial administration, and programs; and exercise such powers and perform such acts as permitted by law, the Certificate of Incorporation, if applicable, or these bylaws;
- appoint standing committee members and such other board and committee members as may be designated;
- act for the Organization between meetings of the membership;
- adopt rules to govern its proceedings;
- establish task forces or special committees as needed;
- determine date and location for any official meetings of the Organization.
Section 3. Delegation of Power.
The board may delegate to the Executive Committee such authority as it deems necessary consistent with law.
Section 4. Meetings.
Regular meetings of the Board of Directors shall be held at least three times a year at the call of the administrative officer at such time and place as may be designated. The Board of Directors may permit any or all directors to participate in a regular or special meeting by the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be considered to be present in person at the meeting. An action of the board will take effect if passed by the majority of the members of the board. Meetings of the board shall be held at least three times a year at a time and place agreed upon by the board.
Special meetings may be called by the president or shall be called upon written request of one-third of the 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.
A 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. Should there not be a quorum, an action item may be submitted as in Section 6 below.
Section 6. Voting Between Meetings.
Between meetings of the branch board, a written 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 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 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. Members.
The executive committee shall consist of the elected officers.
Section 2. Powers and Duties.
They are the same as the powers and duties of the Board of Directors.
Section 4. Voting Between Meetings.
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 executive committee shall have an opportunity to vote on the question submitted. If a majority shall vote on a question so submitted, the votes shall be counted and shall have the same weight as a vote in person at a meeting.
ARTICLE XII. COMMITTEES
Section 1. Standing Committees.
- There shall be the following standing committees: Resnik Luncheon, Food Fight or other major fund raising committee. There may be additional standing committees as shall be considered necessary by the Board of Directors.
- Committee Functions. Committees shall perform duties as may be assigned by the Board of Directors. Duties of the committees shall be stated when committee takes up its task. Committee members will plan and carry out committee activities.
- Qualifications, Duties, and Terms of Committee Chairs. Duties and terms are as needed.
- Qualifications, Duties, and Terms of Committee Members. Duties and terms are as needed.
Section 2. Special Committees and Task Forces.
Special committees and task forces may be authorized by the Board of Directors, as necessary. The chairs and members of such committees shall be appointed by the administrative officer (president) and approved by the board.
Section 3. Reports.
All committees shall provide written reports to the Organization’s Board of Directors for the annual meeting and such other times as requested.
Section 4. Quorum.
The quorum for a meeting of any committee shall be 50 % of its members.
ARTICLE XIII FINANCIAL ADMINISTRATION
Section 1. Administration.
The Organization’s Board of Directors shall have responsibility to:
- oversee the administration of finances, including preparation of the budget;
- oversee the management, acquisition, and disposition of the Organization’s property and equipment in accordance with the bylaws;
- set policies and procedures to maintain financial records as required by AAUW and consistent with generally accepted accounting principles and federal, state, and local laws.
Section 2. Fiscal Year.
The fiscal year shall be July 1 through June 30.
Section 3. Recorded Minutes.
The organization shall designate a member other than the contacts for administration and finance to record and make available upon request the minutes of each meeting and board meeting. In this Organization, that person will be the recording secretary.
ARTICLE XIV. MEETINGS OF THE MEMBERSHIP
Section 1. Annual Meeting. The Organization shall have at least one regular meeting each year to be known as the Harford Branch Annual Meeting to conduct the business of the Organization. The Annual Meeting may include the election of officers; the receiving of reports of officers, directors, and committees; and the transaction of any other business as may properly come before it. The time and date of the Annual Meeting shall be set by the Organization’s Board of Directors.
Section 2. Special Meetings. Special meetings of the membership may be called by a vote of the Board of Directors and/or administrative officer or at the request of sixty percent of the membership.
Section 3. Notice. Written or printed notice, or electronic notice stating the place, day, and hour of each annual and special meeting and the purpose for which the meeting is called, shall be delivered at least three days before the date of the meeting to all members.
Section 4. Voting.
- Each member of the Organization in good standing by November 1 shall be entitled to vote on any item of business.
- Members shall be entitled to vote on noticed business items by voice, written or electronic vote. Such votes may include election of the Board of Directors, amendments to the bylaws, and any other noticed business. Members voting by these methods are considered to be present at the meeting.
- Twenty percent of the members entitled to vote shall constitute a quorum.
- The affirmative vote of a majority of the votes cast shall be necessary for the adoption of noticed business. A majority vote shall be required to adopt amendments to these bylaws.
ARTICLE XV. PROPERTY AND ASSETS
The title to all property, funds and assets is vested in AAUW Harford County for the joint use of the members, and no member or group of members shall have any severable right to all or any part of such property. Property and assets shall not be used for any purpose contrary to AAUW. In the event of dissolution of AAUW Harford County, or the termination of its affiliation with AAUW, all assets of the branch organization shall be transferred and delivered to AAUW or to an AAUW-affiliated entity designated by AAUW.
ARTICLE XVI. LOSS OF RECOGNITION
The provisions and conditions under which an Organization 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 branch in all instances in which they are applicable and in which they are not inconsistent with these bylaws or those of AAUW.
ARTICLE XVIII. INDEMNIFICATION
To the maximum extent allowable by law, the Organization may, as determined from time to time by the Board of Directors, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that she/he is or was a member of the Board of Directors, officer, or committee member of the Organization. Every member of the Board of Directors, officer, or committee member of the Organization may be indemnified by the Organization against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the board, officer, committee member, chief executive officer, or employee in connection with any threatened, pending, or completed action, suit, or proceeding with respect to which she/he may become involved by reason of her/his being or having been a member of the board, officer, or committee member of the Organization, or any settlement thereof, if she/he acted in good faith and in a manner she/he reasonably believed to be in, or not opposed to, the best interests of the Organization and, with respect to any criminal proceeding, had no reasonable cause to believe her/his conduct was unlawful, unless she/he is adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing right of indemnification shall be in addition and not exclusive of all other rights to which the member of the board, officer, or committee member is entitled. This Organization deems it highly advisable to have directors and officers insurance.
ARTICLE XIV AMENDMENTS TO THE BYLAWS
AAUW-mandated amendments shall be adopted by the Organization’s Board of Directors without a vote of the Organization’s membership. Provisions of the Organization’s bylaws not mandated by AAUW may be amended by a two-thirds vote of members voting after a quorum is attained. Proposed bylaws amendments shall be sent to the entire membership at least three days prior to the applicable meeting.
Adopted September 17, 1956 Amended January 8, 1992
Amended October 1, 1979 Amended November, 1992
Amended February 18, 1980 Amended April, 1995
Amended September 16, 1980 Amended October, 1999
Amended October 21, 1983 Amended May 17, 2010
Amended November 4, 1985 Mandatory May 2012
Mandatory August 6, 2016
Revisions Mandatory January 2017