BYLAWS OF THE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN PETALUMA , CALIFORNIA BRANCH ARTICLE I. NAME The name of this organization shall be the American Association of University Women, Petaluma, California Branch, hereinafter called the branch. ARTICLE II. GOVERNMENT The Charter and Bylaws of the American Association of University Women, hereinafter called the Association, 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 Charter and Bylaws of the Association or Bylaws of the state. Every amendment to the bylaws of the Association and the state shall become effective and binding on this branch. ARTICLE III. PURPOSE The purpose of this branch shall be to unite graduates of regionally accredited educational institutions in order to promote equity, education, intellectual growth, individual worth, and development of opportunities for women and girls. The branch shall:
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 the Association by an individual shall be interpreted as use of name in application of Section 1. Section 4. On any national 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 the Association's name shall result in:
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 USA 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 and participate in all branch activities and programs and receive the publications distributed to all members. Section 2. Paid life members of the Association, as defined in Association Charter and Bylaws, Article IV, Section 3a.(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, state and Branch dues. Section 4. An undergraduate student enrolled in a regionally accredited 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. Section 5. A member whose dues remain unpaid after July 31 shall be dropped from membership. ARTICLE VI. FINANCIAL ADMINISTRATION Section 1. The fiscal year shall correspond with that of the Association and shall begin on July 1. Section 2. Each member shall pay branch dues 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 two weeks 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. 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 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. 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 and approved by the membership at the first meeting of the AAUW year. Section 8. 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 9. Insurance
ARTICLE VII. OFFICERS Section 1. There shall be officers to fulfill the functions of administration, program, membership, public policy, finance, Educational Foundation, Legal Advocacy Fund, and communications. Section 2. The elected officers shall be a president, or an official representative; president-elect; vice presidents for program, membership, Educational Foundation (EF), Legal Advocacy Fund (LAF), and finance, a general meeting secretary and a board meeting secretary. Section 3. The appointed officers shall include the Perspective editor; Gold Book editor; publication sponsors chair; distribution coordinator; contacts chair; publicity/Web chair; historian; hospitality chair; international interests chair; new members chair; membership concern chair; public policy chair; section coordinator; SSU Liaison; SRJC Liaison; Sister to Sister chair; Tech Trek chair; and any other appointments deemed desirable by the president with the consent of the executive committee. Section 4. Appointed officers and committee members shall be appointed by the president with the consent of the executive committee. Section 5. Officers shall serve for a term of 1 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 6. No member shall be eligible to serve more than 3 consecutive terms in the same elected office. Section 7. The incoming president may call a meeting of the incoming officers prior to July 1 for the purpose of approving appointments, making plans for the following year and to plan for expenditure of funds. Section 8. 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 the president-elect or the vice presidents, in the order listed. 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. Section 9. Each position may be filled by an officer or co-officers. 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 report to the president at the conclusion of their term of office. Section 3. The president shall be the official spokesperson(s) and representative(s) for the branch and shall be responsible for submitting such reports and forms as required by the Association and state. The president shall be responsible for the branch enrolling in the state insurance programs so that the branch will be in good standing each year with recognition and voting privileges at the state convention. Section 4. The president-elect shall, in the absence of the president be the official representative(s) for the branch and shall perform duties assigned by the president. Section 5. The vice presidents shall perform such duties as the president and board shall direct. Section 6. The general meeting secretary shall record and keep minutes of all general business meetings. The board secretary shall record and keep minutes of all board business meetings. Section 7. The finance vice-president shall be responsible for collecting, distributing, and accounting for the funds of the branch. The finance vice-president shall collect dues and properly remit them to the Association and state by the specified deadline. The finance vice-president shall send moneys for the Educational Foundation and 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 five members, two chosen by the board of directors and three by the branch members, selected no later than the general meeting in January. The committee shall prepare a slate of nominees to be presented to each member in writing, no later than two weeks before the election. Nominations may also be made from the floor, providing consent of the nominee has been obtained. Section 2. Members of the nominating committee shall serve for 1 year for a maximum of 3 years consecutively. ARTICLE X. ELECTIONS Section 1. The names of the nominees shall be published and sent to every member at least two weeks before the election. 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 present and voting. ARTICLE XI. BOARD OF DIRECTORS Section 1. The board of directors shall include the elected officers and the appointed officers of the branch. 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 state. Section 3. The board of directors shall:
Section 4. There shall be at least six board meetings per year. The president may call special meetings. Section 5. The quorum of the board shall be a majority of its members. Co-officers shall be considered as one voting member. ARTICLE XII. EXECUTIVE COMMITTEE 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. The executive committee shall provide for such audit and control of funds and authorization of expenditures as are necessary to assure their safekeeping and complete accounting. ARTICLE XIII. MEETINGS Section 1. There shall be at least four general membership meetings each year. Section 2. Special meetings may be called by the president, the board of directors, or by written request of at least twenty-five (25) percent of the voting members of the board or by ten (10) percent of the branch membership. Notice of the date, time, and place and the business to be brought before the meeting shall be sent by the secretary to the members in writing at least seven days in advance. Only business for which the notice has been given shall be transacted. Section 3. The annual meeting of the branch shall be held in April and shall be for the purpose of electing officers for the coming year, and for receiving reports of officers and committees and for such other business as may properly arise. Section 4. The quorum shall be 10 percent of the branch membership. ARTICLE XIV. COMMITTEES Section 1. Branch standing committees shall include program, membership, public policy, finance, Educational Foundation, Legal Advocacy Fund, and communications. Section 2. Standing committees chairs shall be appointed by the president with the consent of the executive committee. Section 3. Special committees and task forces may be appointed by the president with the consent of the executive committee. ARTICLE XV. CONVENTIONS Delegates and alternates to the Association and state conventions, as described in Association and state bylaws, shall be elected by the branch and certified by the president/co-president(s). ARTICLE XVI. 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 or the state, except that such property shall not be used for any purposes contrary to those of the Association or the state. 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 XVII. FORFEITURE OF BRANCH STATUS Article XII of the Association's Charter and Bylaws contains the provisions and conditions under which a branch may be discontinued. ARTICLE XIII. 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 state or Association. ARTICLE XIX. 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 XX. AMENDMENTS TO THE BYLAWS Section 1. Provisions of these bylaws not governed by the Association Charter and Bylaws and the Bylaws of the state 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 two weeks prior to the meeting. Section 2. Prior to being voted on, proposed changes to the branch bylaws shall be sent to the district representative on the state bylaws committee for approval. Section 3. Amendments required by the Association and/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 its articles of incorporation. Last Amended : April 7, 2005 |
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