Bylaws

BYLAWS OF THE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN

DAYTONA BEACH, Inc.

 

 ARTICLE I. NAME AND GOVERNANCE

 Section 1. Name. The name of the organization shall be the American Association of University Women (AAUW) DAYTONA BEACH, FLORIDA BRANCH, hereinafter known as the “Affiliate.”

Section 2. Affiliate. AAUW DAYTONA BEACH, FLORIDA 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 Affiliate 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.

  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.
  • Affiliates shall develop bylaws as meet their needs. However, any such bylaws shall not conflict with AAUW Bylaws or with applicable law.
  1. 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 Revisedshall 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.

SPECIFIC BRANCH BYLAWS

ARTICLE VIII. FINANCIAL ADMINISTRATION

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

Section 2.Each member shall pay branch dues established at the Annual Meeting by a two-thirds (2/3) vote of those present and voting provided written notice has been given to all members thirty (30) days prior to the meeting.

Section 3.Payment of additional dues shall be waived for a transferring member whose current dues have been paid to another branch.

Section 4. Dual membership shall require appropriate dues to be paid to each branch.

Section 5.The branch will abide by National policy relating to dues.  Dues of new members may be paid at any time. The branch Board of Directors may set the amount for branch fees.

Section 6.The annual budget shall be adopted by the Board of Directors for presentation at the Annual Meeting.

Section 7.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 and shall provide such audit and control of funds as are necessary for their safe keeping and complete accounting.

Section 8. The branch shall annually provide AAUW with a designated contact for administration and finance.

ARTICLE IX. OFFICERS AND APPOINTEES

Section 2.Appointed officers may be for Fund Chair and Public Policy Chair.  Non-voting appointees may be for C/U Chair, Diversity and Inclusion Chair, STEM Chair and Communications Chair.  Appointees shall be appointed by the President with the consent of the Executive Committee.

Section 3.The President and Membership Vice President shall be elected in odd numbered years.

Section 4.The Program Vice President, Finance Officer, and Secretary shall be elected in even numbered years.

Section 6.Officers shall serve for a term of two (2) years or until successors have been elected or appointed and assume office. The term of each officer shall begin on July 1.

Section 7. The incoming President may call a meeting of the incoming officers prior to July 1.

Section 8. A vacancy in office, excluding the President (or Co-Presidents), shall be filled for the unexpired term by the Board of Directors. A vacancy in the office of President shall be filled by the Vice Presidents in the order listed in section 1.

ARTICLE X. DUTIES OF OFFICERS AND APPOINTEES

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 report to the President by June 30.

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 AAUW and AAUWFlorida.

ARTICLE XI. NOMINATIONS

Section 1. There shall be a Nominating Committee of three members. At least two months prior to the Annual Meeting, the Chair, a member of the Board of Directors, shall be appointed by the President.  By this same deadline, two members and an alternate shall be elected by branch members. The alternate shall serve if one of the nominating committee members is unable to serve.

Section 2. Nominating Committee members shall serve for one year for a maximum of two years consecutively.

ARTICLE XII. ELECTIONS

Section 1. The names of the nominees shall be published and sent to every member at least fourteen (14) 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 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 members present and voting.

Section 5.  Mail ballots or electronic voting may be used for elections, provided the number of members voting meets the quorum stated for meetings in section 4 of Article XIV. Any mail or electronic ballots must be received one week prior to the Annual Meeting date.

ARTICLE XIII. BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Section 1. The Board of Directors shall include the elected and the appointed officers.

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 AAUW andAAUW Florida.

Section 3.Meetings of the Board shall be held at least four times per year.  Special meetings may be called by the President and shall be called upon the request of four members of the Board.

Section 4. A quorum of the Board shall be a majority of its members.

Section 5.  A member of the Board of Directors may be removed for cause by a two-thirds (2/3) vote of the Board in accordance with policies and procedures adopted by AAUW.

Section 6.  Except as otherwise provided by law or these bylaws, the vote of a majority of the Board of Directors present will decide any question that may come before the meeting. Directors may participate in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time; participation in a meeting by such means constitutes presence in person at the meeting.  In addition, the Board may take action without a meeting if all Directors consent in writing. For all purposes of conducting the business of the branch, an electronic communication shall be considered to be in writing.  Written and/or electronic consent thus given by all members entitled to vote shall have the same effect as a unanimous vote.  The written consents will be filed with the minutes of the proceedings of the Board.  The provisions of this Section also will apply to actions of the Executive Committee.

Section 7.The Executive Committee shall consist of elected officers.

Section 8.The Executive Committee may 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. The Committee shall report to the Board its work and actions.

Section 9.The Executive Committee shall meet at the call of the President or at the written request of three of its members, fourteen (14) days notice having been given.

Section 10.The Executive Committee shall have emergency power to act for the Board of Directors between meetings of the Board.

ARTICLE XIV. MEETINGS

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

Section 2.The Annual Meeting may be held in March or April of each year.

Section 3.The Annual Meeting shall be to elect officers and to conduct other necessary business.

Section 4.The quorum shall be 15 percent of the branch members.

Section 5.Installation of elected officers shall occur at the May general meeting.

Section 6.The branch may participate in an inter branch council including, but not limited to, joint meetings and fundraising activities.

ARTICLE XV. COMMITTEES

Section 1. Standing committees shall be Public Policy, Communications, Bylaws, and the AAUW Fund.  Other committees may be deemed necessary upon recommendation of the Board of Directors.

Section 2.Standing committees shall be appointed by the President with the consent of the Executive Committee.

Section 3.Special committees may be appointed by the President with the consent of the Board.

ARTICLE XVI. INDEMNIFICATION

To the maximum extent allowable by law, AAUW DAYTONA BEACH, FLORIDA BRANCH may (as determined 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, committee member, executive director, employee, or agent of AAUW DAYTONA BEACH, FLORIDA BRANCH. Every member of the Board of Directors, officer, committee member, executive director, or employee of AAUW DAYTONA BEACH, FLORIDA BRANCH shall be indemnified by AAUW DAYTONA BEACH, FLORIDA BRANCH against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer, committee member, executive director, 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, committee member, executive director, or employee of AAUW DAYTONA BEACH, FLORIDA BRANCH, 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 AAUW DAYTONA BEACH, FLORIDA BRANCH 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 termination of any action or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that she/he reasonably believed to be in, or not opposed to, the best interests of AAUW DAYTONA BEACH, FLORIDA BRANCH, was negligent, engaged in misconduct, or, with respect to any criminal proceeding, had reasonable cause to believe that her/his conduct was unlawful. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the member of the Board, officer, committee member, executive director, or employee is entitled.

ARTICLE XVII. AMENDMENTS TO THE BYLAWS

Section 1.Provisions of these bylaws not governed by the AAUW Bylaws may be amended by a two-thirds (2/3) vote of those members present and voting at a general membership meeting provided written notice shall have been given to every member at least fourteen (14) days prior to the meeting.

Section 2.Proposed changes to the branch bylaws shall be sent to the state bylaws chair for approval prior to a vote by branch members.

Section 3. Amendments required by AAUW to bring the 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 their articles of incorporation

Revised March 18, 1996; March 31, 1998; Amended October 17, 2005 and May 16, 2009, September 2009. Revised April 2012 to conform with National. Revised March 2017. January 2017: mandated, conforming, and editorial changes. Amended March 16, 2019.