BYLAWS OF THE ORLANDO/WINTER PARK BRANCH OF AAUW
(AMERICAN ASSOCIATION OF UNIVERSITY WOMEN)
Article I. NAME AND GOVERNANCE
Section 1. Name.The name of this organization shall be the Orlando/Winter Park Branch of AAUW, hereinafter called the branch.
Section 2. Governance.The AAUW Bylaws shall govern this branch in all practices, and the bylaws of this organization shall in no way conflict with the AAUW Bylaws
ARTICLE II. PURPOSE
The purpose of this branch shall be to further AAUW’s mission to advance equity for women and girls through advocacy, education, philanthropy and research.
ARTICLE III. USE OF NAME
Section 1. AAUW Policy.The policies and program of AAUW shall be binding on all members and the branch and no member of the branch 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. Freedom of Speech.Violation of the use of AAUW’s name shall result in action taken in accordance with AAUW policy.
ARTICLE IV. MEMBERSHIP AND DUES
Section 1. Membership.
a. Individuals who meet the criteria for membership as described in the AAUW Bylaws, Article IV, and who have paid dues (national, state and branch) are eligible to be admitted to membership in this branch.The provisions set forth in this section are the sole requirement of eligibility and admissibility for membership.Refusal to admit an eligible person shall result in loss of recognition of the branch.The branch members shall be entitled to vote, hold office, and participate in activities and programs and receive the publication distributed to all branch members.
b. A member-at-large (MAL) of AAUW may become a member of the branch upon payment of branch (and state) dues.
c. 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.
d. 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 and state and branch boards of directors.Student affiliates shall be entitled to attend branch, state and AAUW meetings and receive the publications distributed to all members.Affiliates may not vote nor hold office.
Section 2. Dues.
a. Changes in branch dues shall be determined at the annual meeting by two-thirds vote of those present and voting. provided notice has been given to members 15 days prior to the meeting.
b. Paid Life Members of AAUW, as defined in the AAUW Bylaws, are required to pay branch dues to become members of the branch.
c. Fifty-Year Honorary Members of AAUW are exempt from paying AAUW dues.
d. A member of one of the national associations or federations of IFUW, whose current dues have been paid and who is spending a period of a year or less in the USA, may attend branch meetings without vote.
e. New members may join at any time.Dues are payable upon joining.The national (and state) portion of the dues paid by new members for less than a full year is determined by AAUW (and state) policy.The branch board of directors may set a reduction in branch dues.
f. Payment of additional dues shall be waived for a transferring member whose current dues have been paid in another branch.
ARTICLE V. NOMINATIONS AND ELECTIONS
Section 1. Nominations.
a. There shall be a nominating committee with a minimum of three members, Two (2) shall be elected at the annual meeting.The others, including an alternate, shall be elected by the board of directors at the November board meeting.
b. Members shall serve for one year for a maximum of three (3) years consecutively.
Section 2. Elections.
a. The names of nominees shall be published and sent to every member at least 15 days before the April meeting.
b. Nominations may be made from the floor with the consent of the nominee.
c. Elections shall be held at the April meeting.
d. 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 VI. OFFICERS
Section 1. Officers.
a. The elected officers shall be president, vice presidents for membership and program, secretary and director of finance.
b. The appointed officers shall be director for fundraising, fellowships, grants & research, director for public policy and such other directors as shall be deemed necessary to carry on the work of the branch.
c. Officers shall serve for a term of two (2) years.The term of each officer shall begin on July 1.
d. No member shall be eligible to serve more than two (2) consecutive terms in the same office.
e. The incoming president may call a meeting of the incoming officers prior to July 1.
f. 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 a vice president.
g. The president, vice president of membership and director for finance shall be elected in even numbered years. The vice president of programs and recording secretary shall be elected in odd numbered years.
Section 2. Duties.
a. Officers shall perform the duties prescribed by these bylaws, branch policies, and by the current edition of Robert’s Rules of Order, Newly Revised.
b. 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 the state.
c. The vice presidents shall perform such duties as the president and board shall direct
d. The secretary shall record and keep minutes of all business meetings.
e. The director of financeshall be responsible for collecting, distributing, and accounting for the funds of the branch.The director of finance shall collect dues and properly remit them to AAUW and state by the specified deadline.
ARTICLE VII. BOARD OF DIRECTORS
Section 1. Composition.The board of directors shall include the elected and appointed officers of the branch.
Section 2. Administrative Responsibilities.The board shall have the power to administer affairs of the branch and to carry out its programs and its policies, and shall accept responsibility delegated by the AAUW and the state.It shall act for the branch between membership meetings.The board shall have fiscal responsibility as outlined in Article IX, Financial Administration.
Section 3. Meetings.Meetings of the board shall be held at least five (5) times per year.Special meetings may be called by the president and shall be called upon request of five (5) members of the board.
Section 4. Quorum.The quorum of the board shall be the majority of its members.
Section 5. 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 6. 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 VIII. COMMITTEES
Section 1. Establishing Committees.The president may establish standing and special committees as needed with the consent of the board.
Section 2. Purpose.With the approval of the board, each standing and special committee shall formulate programs and activities to carry out the mission of AAUW.
ARTICLE IX. 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 board 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 board shall adopt an annual budget for presentation to the branch.
ARTICLE X. MEETINGS
Section 1. Annual Meeting.The branch shall hold an annual meeting to conduct the business of the branch, including, but not limited to, electing officers and nominating committee, establishing dues, amending bylaws and receiving reports.This meeting shall be held between April and June.
Section 2. Membership Meetings.The branch shall hold at least 6 meetings during the fiscal year.
Section 3. Quorum.The quorum shall be 30% of the branch members.
ARTICLE XI. PROPERTY
Section 1. Property.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 AAUW, except that such property shall not be used for any purposes contrary to those of AAUW.
Section 2. Dissolution of Branch.In the event of the dissolution of the branch, all assets of the branch shall be transferred and delivered to an AAUW entity.
ARTICLE XII. LOSS OF RECOGNITION
The provisions and conditions under which a branch may lose recognition are found in the AAUW bylaws.
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 AAUW (or the state).
ARTICLE XIV. INDEMNIFICATION
Every board or committee member 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 XV. AMENDMENTS TO THE BYLAWS
Section 1. Provision of these bylaws not governed by AAUW 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 15 days prior to the meeting.
Section 2. Prior to being voted on, proposed changes to the branch bylaws shall be sent to the state bylaws chair for approval
Section 3. Amendments required by 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 their articles of incorporation.
Date last amended: October 26, 2016
Previous date amended: May 5, 2014
Previous date amended: April 9, 2011
Previous date amended: 11/10/01