SOMERSET HILLS BRANCH OF THE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN BYLAWS

ARTICLE I. NAME AND GOVERNANCE

Section 1. The name of this organization shall be the American Association of University Women (AAUW) of Somerset Hills (NJ), hereinafter known as the “Affiliate.” 

Section 2. Affiliate. Somerset Hills Branch of AAUW 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.

AAUW is organized, and shall be operated exclusively for any charitable, educational, scientific or literacy purposes, that may qualify it as an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and exempt it from federal income tax under section 501(a) of the Code. 

Section 2. Policies and Programs.  In keeping with this purpose, the Affiliate shall promote equity, educations, 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 Program. 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 requirements 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 of College/University Members 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 payment of AAUW annual dues.

(b) Fifty-Year Honorary. An individual member who has paid Association dues for fifty (50) years shall become a Life Member and shall thereafter be exempt from payment of AAUW national dues

(5) 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 Educational 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.

(a) Amount. The annual dues and members benefit 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. 

(b) 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 it 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

a. Purpose. Affiliates shall promote the purposes, programs, and policies of AAUW.

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

c. 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.

 a. The AAUW affiliation status of an Affiliate may be revoked for cause through affiliation review procedures specified by the AAUW Board of Directors.

B. 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 for 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 the 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 the requirements of AAUW or applicable laws.

ARTICLE VII. AMENDMENTS TO THE BYLAWS 

Section 1. Provisions of these bylaws not governed by the Charter and Bylaws of the Association may be amended by a 2/3 vote of those present and voting at the annual meeting or any regular meeting of the branch, provided notice of the proposed amendments shall have been given at the previous regular meeting or in writing to every member at least two weeks in advance of the meeting. 

Section 2.  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. FINANCIAL ADMINISTRATION

Section 1. Fiscal Year.  The fiscal year shall correspond with that of the Association and shall begin on July 1.

Section 2. Amount of Dues.

1. ASSOCIATION MEMBERS.   Dues for Association members shall include those for Association, state, and branch and shall include a subscription to the publication distributed to all members.  The branch annual dues shall be fixed by a two-thirds vote of the members at the branch annual meeting upon recommendation of the branch board of directors.

2. STUDENT AFFILIATES.   Dues for student affiliates shall be established by the Association Board of Directors and shall include a subscription to the Association publication distributed to all members.  An additional fee may be set by the state and by the branch board of directors.

Section 3.  Payment of Dues.

1. CONTINUING MEMBERS.  Dues of all continuing members are payable on or before July 1; a member whose dues remain unpaid after July 31 shall be dropped from membership.  The branch treasurer shall immediately forward all Association dues to the Association and all state dues to the state treasurer.  Dues shall be postmarked by the date specified by the Association.

2. NEW MEMBERS.  Dues of new members may be paid at any time and shall be forwarded to the Association immediately. The branch board of directors may set a reduction for branch dues.

3. RECIPROCITY.  A branch member of the Association who has paid current dues shall be eligible to transfer membership to another branch.  Payment of any additional dues shall be waived for the transferring branch member whose current dues have been paid in another branch

Section 4. Finances.   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.  No indebtedness in excess of $100 over amounts provided for in the budget shall be incurred by the branch except upon a recommendation of the branch board of directors.  

ARTICLE IX. OFFICERS 

Section 1. Branches and comparable AAUW-affiliated entities may create such leadership structures as meet their needs.  Each branch and comparable AAUW-affiliated entity shall provide AAUW with designated contacts for administration and finance.  These contacts can be the president and finance officer if that is consistent with the entity’s structure.  Each branch and comparable AAUW-affiliated entity shall also designate a member other than the contacts for administration and finance to record the minutes of each noticed meeting and board meeting.  All officers shall be members in good standing of AAUW.

1. ELECTED OFFICERS.   There shall be a president, vice president of membership, vice-president of program, secretary and treasurer.  A position may be shared by two people.

2. APPOINTED OFFICERS.  The elected Directors shall appoint officers for public policy and AAUW Funds, and such other officers as shall be deemed necessary to carry on the work of the branch.

Section 2. Duties.  Officers shall perform the duties prescribed by these Bylaws and by Robert’s Rules of Order, Newly Revised. 

1. PRESIDENT.  The president shall officially represent the branch in activities of the Association.  The president shall be responsible for submitting such reports and forms as required by the Association and state.

2. VICE PRESIDENTS.  The vice-presidents shall perform such duties as the president and board shall direct.

3. SECRETARY.  The secretary shall take the minutes at all board meetings, and only at the Branch meetings when a vote is taken. The Secretary shall perform such other duties as the president and board shall direct.

4. TREASURER.  The treasurer, with an assistant, if necessary, shall be responsible for collecting dues and forwarding them to the Association and to the state at the time specified by the Association.  The treasurer shall submit to the Association all qualifying applications, with dues, made to the branch.  The treasurer shall send moneys for the AAUW Funds by the specified deadlines and shall keep separate ledgers for each type of account.  The treasurer shall also be the official accountant of the branch.

Section 3. Vacancies.  A vacancy in office shall be filled for the unexpired term by the board of directors 

Section 4. Terms.  All officers shall take office on July 1.  All officers shall serve for a term of two years or until their successors have been elected or appointed and assume office. They shall be eligible for re-election to the same office for one term only.   The incoming president may call a meeting of the incoming officers prior to July 1 for the purpose of approving appointments and making the plans for the coming year.

Section 5. ROTATION OF OFFICERS

1. The president, program vice president and secretary shall be elected in even numbered years. 

2. The membership vice president and treasurer shall be elected in odd numbered years.

3. If a position is shared, terms of office may be staggered so that the terms do not end in the same year.

ARTICLE X. NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee.  

1. There shall be a nominating committee of three members, one of whom one shall be selected by the board of directors.  The board member shall select the two members at large, one of whom shall serve as chair of the committee.

2. At least two months prior to the annual election the Nominating Committee shall prepare a list of nominees to be presented at a branch meeting.  The list shall be presented to the membership one month prior to the election, or in writing to each member at least two weeks prior to the election.

3. Nominations may be made from the floor at the time of the election, provided written consent of the nominee is obtained. 

4. The term of a committee member shall be one year. Members shall serve no more than one consecutive term. 

 Section 2. Elections.   Elections shall be by ballot except if there is only one nominee for a given office.  Then 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. Board of Directors.  The board of directors shall include the elected and appointed officers of the branch.  All board members shall be Association members.

Section 2. Duties.  The board of directors shall manage and supervise the business and activities of the branch subject to the instructions of the annual meeting.  It shall accept responsibility for such matters as delegated by the Association and state board. It shall have the power to create special committees, task forces and other appointed board positions as deemed necessary, and shall perform such other duties as are specified by these bylaws.

Section 3. Meetings. Meetings of the board shall be held at least three times per year.  Special meetings may be called by the president or upon the request of four members of the board. Notice of a special meeting shall be sent to the membership at least ten (10) days before the meeting.

Section 4.  Quorum.  The quorum of the board shall be a majority of its voting members. Co-officers shall be considered as one voting member of the board. 

ARTICLE XII.  MEETINGS 

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

Section 2.  Approval of the budget.  A general membership meeting will be held in September to approve the proposed budget for the upcoming fiscal year.

Section 3.  Book sale funds.  A general membership meeting will be held between January and March to approve the distribution of funds from the book sale.

Section 3.  Annual Meeting.  A general membership meeting held between March 1 and May 31 shall be designated the annual meeting, the exact date, time and place to be determined by the board.   The annual meeting shall be to conduct business including but not limited to hearing reports of officers and task forces, reviewing the budget and the financial report, electing officers, establishing dues, amending bylaws, and conducting other business as may be necessary.

Section 4. The quorum shall be 10 percent of the branch membership.

ARTICLE XIII. BRANCH DISSOLUTION

In the event of the dissolution of the Somerset Hills Branch of the American Association of University Women, or of the termination of its affiliation with AAUW, all assets of the Branch shall be transferred and delivered to AAUW or an affiliate as stated in Article V, Section 4. That organization must be tax exempt under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code and designated by AAUW.

ARTICLE XIV 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. 

 Amended October 2019