BYLAWS OF THE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN

FOX CHAPEL AREA, PA BRANCH

ARTICLE I.  NAME

The name of this organization shall be the American Association of University Women Fox Chapel Area, PA Branch, hereinafter called the branch.

ARTICLE II.  GOVERNANCE

The Bylaws of the American Association of University Women (hereinafter called the AAUW), shall govern this branch in all practices.  The bylaws of this branch shall in no way conflict with the Bylaws of the AAUW. 

ARTICLE III.  PURPOSE

The purpose of this branch shall be to enhance the lives of its members and to further AAUW’s mission to advance equity for women and girls through advocacy, education, philanthropy, and research. 

The branch shall:

a. contribute to the growth and advancement of the AAUW and the 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. support branch needs and promote positive societal change in the community; and
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 shall be binding on all members, and no member shall use the name of AAUW to oppose such policies or program.  Established channels may be used to change a policy or program.

 

Section 2. Proper Use of Name and Logo.  The name and logo of AAUW may be used only by individuals and groups acting in a lawful and ethical manner, consistent with AAUW policies and procedures.  States and branches that are delinquent in filing required tax, corporate, and/or bylaws documents with AAUW and/or the IRS are prohibited from public use of the name and logo.  Further sanctions for misuse of name, including loss of AAUW affiliation, may be imposed by the AAUW Board of Directors, especially in regard to any statement or action that misrepresents or jeopardizes the tax status of AAUW.

 

Section 3. Individual Freedom of Speech.  The freedom of speech of the individual member to speak a personal opinion in the member’s own name is not abridged.

 

ARTICLE V.  MEMBERSHIP AND DUES

Section 1.  Eligibility and Branch Membership.  

  1. Eligibility.  A graduate holding an associate or equivalent, baccalaureate, or higher degree from a qualified educational institution or a foreign degree acceptable as a basis for admission by graduate schools at qualified universities of the United States 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 membership.  Refusal to admit an eligible graduate to branch membership shall result in loss of recognition. 
  2. A branch member is a national member who is also a member of the AAUW Fox Chapel Area, PA Branch, having paid all dues (AAUW + state + branch dues) owed.  That member shall be entitled to vote, hold office, and participate in all branch activities and programs.

Section 2.  Paid life members of the AAUW, as defined in AAUW Bylaws, Article IV, Section 3a.(5)(a), are exempt from AAUW dues but may be subject to state and branch dues as determined by the respective boards of each from time to time..

Section 3.  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 dues, but may be subject to state dues and to branch dues as determined by the respective boards of each from time to time.

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 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 5. A member whose dues remain unpaid after the date set by the Board from time to time shall be dropped from membership.

ARTICLE VI. FINANCIAL ADMINISTRATION

Section 1.  The fiscal year shall correspond with that of the AAUW, 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 fourteen (14) days prior to the meeting.

Section 3.  Dues are payable on or before July 1.  After notification of nonpayment, a member still in arrears after the date set by the Board from time to time shall be dropped from membership.

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.  Dues of new members may be paid at any time.  The AAUW portion of dues paid by new members between January 1 and March 15 shall be one half the annual AAUW dues.  The branch board of directors may set a reduction for branch fees.

Section 7.  The annual budget shall be approved by the board of directors for adoption at the October Branch meeting.

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.

ARTICLE VII. OFFICERS

Section 1.  There shall be officers to fulfill the functions of administration, program, membership, public policy, finance, AAUW Funds, and communications.

Section 2.  The elected officers shall be a president, vice president programs, vice president membership, secretary and financial officer. A vice president development may also be elected.

Section 3.  The appointed officers shall be public policy, AAUW Funds, education, and communications.  They shall be appointed by the president, with the consent of the Board.

Section 4.  Each office may be filled by a single officer or by co-officers.  Co-officers shall have a single vote in the Executive Committee. 

Section 5.  Officers shall serve for a term of two (2) years 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 two (2) consecutive terms in the same office.

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, shall be filled for the unexpired term by the board of directors.  A vacancy in the office of president or co-presidents shall be filled by the vice presidents in the order listed in Article VIII.

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 and committee chairs shall submit an annual written report to the president.

Section 3.  The president shall:

a.       be the official spokesperson and representative for the branch;

b.      be responsible for submitting such reports and forms as required by the AAUW and state;

c.       submit a list of incoming and continuing officers and chairs, specifically including the designated contacts for administration and finance, to the president of the state and to the AAUW no later than June 1 each year;

d.      be responsible for bringing branch bylaws into conformity with the AAUW and the state bylaws; and

e.       perform the following duties:

1.      preside at all meetings of the branch, the board of directors and the executive committee;

2.      serve as an ex-officio member of all task forces and committees, except the nominating committee;

3.      call special meetings of the branch in accordance with provisions of the branch bylaws; and

4.      appoint, with the approval of the executive committee, representatives of areas of interest, the chairs of all task forces and committees (except the nominating committee), and any additional officers authorized by the bylaws (except those elected).

Section 4. The vice presidents shall perform such duties as the president and board shall direct.  In addition:

The program vice president shall:

a.       develop programs for the branch; and

b.      preside at meetings in the absence of the president and act in the absence or disability of the president.

The membership vice president shall:

a.       promote membership in the branch by appropriate activities; and

b.      preside at meetings in the absence of the president and program vice president.

The development vice president shall:

a.   Devise and organize actions to ensure funding for Branch activities, needs and goals; and

b.   preside at meetings in the absence of the president, program vice president and membership vice president.

Section 5. The secretary shall record and keep and make available minutes of all branch and board meetings.  In addition, the secretary shall:

a.       have available for reference at all meetings a copy of the branch bylaws and a list of officers, representatives of areas of interest, task force and committee chairs and members;

b.      have charge of such correspondence of the branch as is delegated by the president or by the board of directors;

c.       keep on file all communications received and copies of all letters sent; and

d.      perform such other duties as are requested by the president or by the board of directors.

Section 6. The financial officer shall be responsible for collecting, distributing, and accounting for the funds of the branch. The financial officer shall collect dues and properly remit them to the AAUW and state by the specified deadline. The financial officer shall send moneys for the AAUW Funds by the specified deadlines and shall keep separate ledgers for each type of account.  In addition, the financial officer shall

a.       transmit to the AAUW financial officer all applications, with dues, made to the branch;

b.      pay all bills provided for in the budget or approved by the board;

c.       keep a proper set of books;

d.      render a financial report by the annual meeting of the branch and at other times as requested by the board;

e.       serve on the budget committee; 

f.        present the books for the annual audit; and

g.     properly transmit forms related to tax and financial matters.

ARTICLE IX. NOMINATIONS

Section 1.  There shall be a nominating committee of three or five members selected by the board of directors at least two months prior to the annual election, one of whom shall be appointed chair of the committee.  At least one month prior to the election, the nominating committee shall prepare a list of nominees to be presented at the branch meeting

ARTICLE X. ELECTIONS

Section 1.  The names of the nominees shall be published in the newsletter and be sent to every member at least fourteen days before the annual 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 April branch 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. ROTATION OF OFFICERS

Section 1.  The president, vice president membership and financial officer shall be elected in even numbered years.

Section 2.  The vice president program, secretary, and any vice president development shall be elected in odd numbered years.

ARTICLE XII. BOARD OF DIRECTORS

Section 1.  The board of directors shall include the elected officers and the following appointed officers of the branch:  AAUW Funds, public policy, communications and education, together with standing committee chairs, representatives of areas of interest and such others as are deemed necessary by the board.

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 AAUW and state.  In addition, it shall

a.       carry on the business of the branch in conformity with the policies and program of the AAUW;

b.      be subject to the orders of the branch and none of its actions shall conflict with action taken by the branch;

c.       have fiscal responsibility for the branch and submit its annual budget to the branch; and

d.      recommend to the branch establishment of additional standing committees and establish special committees, such as areas of interest.

Section 3.  Meetings of the board shall be held monthly, August or September through June.  Special meetings may be called by the president and shall be called upon request of two (2) members of the board or five (5) members of the branch, provided that all members of the board have been given at least five (5) days advance notice of such meeting and its purpose(s).

Section 4.  The quorum of the board shall be a majority of its members.

Section 5.  Electronic voting shall be allowed between board meetings, if the need arises, at the request of the President.

ARTICLE XIII.  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.  Electronic voting shall be allowed by the Executive Committee between board meetings if the need arises.

 

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 quorum of the executive committee shall be a majority of its voting members.  Co-officers shall be considered as one voting member of the executive committee.

ARTICLE XIV. MEETINGS

Section 1.  The branch shall hold monthly meetings September through May.

Section 2.  The annual meeting of the branch shall be held during May with the exact date, time and place to be determined by the board.

Section 3.  The annual meeting shall be to conduct business including, but not limited to, installing officers elected at the April branch meeting, honoring the branch’s Woman of the Year elected at the April branch meeting, Friend of Equity and other honorees, establishing dues, and giving directions to the board.

Section 4.  Notice of the date, time, place and subject of the annual meeting shall be given to all members at least fourteen (14) days in advance  

Section 5.  Those members in attendance at an annual or other meeting of the branch shall constitute a quorum.

ARTICLE XV. COMMITTEES

Section 1.  Standing committees shall be program, membership, public policy, finance, AAUW Funds, bylaws, communications, education, areas of interest and others as deemed necessary by the board.

Section 2.  The president with the consent of the board may appoint special committees.

ARTICLE XVI. PROPERTY

Section 1.  The title to all property, funds, and assets is vested in the AAUW Fox Chapel Area, PA Branch 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.

Section 2.  In the event of dissolution of AAUW Fox Chapel Area, PA Branch or the termination of its affiliation with AAUW, all assets of the branch shall be transferred and delivered to AAUW or to an AAUW-affiliated entity designated by AAUW.

Section 3. If the property and assets of the AAUW Fox Chapel Area, PA Branch are disbursed appropriately prior to dissolution of the branch, i.e., disbursement consistent with AAUW mission and purposes, requirements of the PA State Code, the IRS, and the intent of the donors of the property or assets, the Section above does not apply.

ARTICLE XVII. FORFEITURE OF BRANCH STATUS

The AAUW’s Bylaws contains the provisions and conditions under which a branch may lose recognition.

ARTICLE XVIII. 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 AAUW.

ARTICLE XIX. INDEMNIFICATION

Every member of the board or of any branch committee may be indemnified by the branch against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the board or branch committee 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 branch board or branch committee or any settlement thereof, unless adjudged therein to be liable for gross 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.  Amendments required by the AAUW 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 state law or its articles of incorporation. 

Section 2.  Prior to being voted on, all other proposed changes to the branch bylaws shall be sent to the state bylaws committee chair for approval.

Section 3.  Provisions of these bylaws not governed by the AAUW Bylaws 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 fourteen (14) days prior to the meeting. 

Amendments:

April 3, 2012 (mandatory amendments)
February 14, 2012 

March 8, 2011

October 16, 2009

October 10, 2006

September 28, 2005

September 10, 2002

March, 1993

March, 1988

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