ByLaws

BY-LAWS OF AAUW GEORGETOWN TEXAS BRANCH, INC.,

ARTICLE I.  NAME

Section 1. Name.  The name of this Corporation shall be AAUW Georgetown Texas Branch, Inc. hereinafter called the branch.

Section 2. Principal Office.   The principal office of branch shall be in Georgetown, Texas or at such other place as the Branch Board of Directors shall determine.

Section 3. Legal Compliance.   The Branch shall comply with the requirements of federal law, the Internal Revenue Code regarding 501 (c)(3) corporations and Texas corporate law.

 ARTICLE II.   GOVERNMENT

The Bylaws of the American Association of University Women, hereinafter called AAUW, shall govern this branch in all practices.  The bylaws of this branch shall in no way conflict with the AAUW Bylaws.  Every amendment to the bylaws of AAUW shall become effective and binding on this branch.

ARTICLE III.  PURPOSE

The purpose of this branch shall be to unite the graduates of regionally accredited educational institutions in order to advance equity for women and girls through research, education, advocacy, and philanthropy.

The branch is organized exclusively for charitable and educational purposes under section 501 (c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.

The branch shall:

  1. contribute to the growth and advancement of the AAUW;
  2. 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;
  3. support branch needs and promote positive societal change in the community;
  4. cooperate in AAUW state and regional work.
  5. take no active part in the carrying on of propoganda or otherwise attempt to influence legislation and will not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Notwithstand any other provisions of these articles, the branch shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal tax under section 501 (c)(3) of the Internal Revenue Code.

ARTICLE IV.  USE OF NAME

 Section 1.  The policies and program of AAUW shall be binding on all members, branches, and states, and no member or 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.  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.  Use of the AAUW name and/or logo requires all AAUW states, multistate organizations, branches, comparable AAUW-affiliated entities, and any other nonprofit entity allied with any of the AAUW entities to comply with all applicable state and federal laws and regulations.  This includes timely filing of tax documents with the appropriate government agencies and sending the signed AAUW Affiliate Agreement, current bylaws, and incorporation documents (if applicable) to be maintained at AAUW headquarters as required by the IRS. 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.  The freedom of speech of the individual member to speak a personal opinion in the member’s own name is not abridged.

Section 4.   Reference to membership in AAUW by an individual shall be interpreted as use of name In application of Section 1.

Section 5.  On any national matter on which AAUW has no policy, the only action which may be taken  by a member, branch, or state in the name of AAUW is to use the established channels to effect the formulation of a policy.

Section 6.   Violation of the use of AAUW’s name shall result in a member’s suspension for one year or expulsion from membership or the loss of recognition of a branch.

ARTICLE V.  MEMBERSHIP

Section 1.  Composition The membership of AAUW shall consist of individual and partner members.

Section 2.  Qualified Institutions Qualified institutions are educational institutions that offer recognized associate, baccalaureate, or higher degrees and that have full regional accreditation or appropriate professional association approval.

 Section 3.  Basis of Membership

  1. Individual Member.

(1)  Eligibility.   A graduate holding an associate or equivalent, baccalaureate, or higher degree from a qualified educational institution shall be eligible to receive admission to AAUW membership; such membership shall be granted upon payment of dues (AAUW , state and branch) on or before July 1 annually.  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 of a branch.

(2) Determination of Admissibility to Membership.  Any graduate who claims qualification for membership in AAUW and who has been refused admission to membership by an officer of a branch or state of AAUW 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 educational institution upon which qualification for membership was based.

(4) Categories of Membership.

(a)  A national member is an individual who pays annual AAUW dues and who may or may            not belong to a branch, state, or, multistate organization or comparable AAUW-affiliated   entity.  A national member shall be entitled to vote and to serve on AAUW committees and the AAUW Board of Directors.

(b) A branch member is a national member who is also a member of one or more AAUW           branches.  A branch member shall be entitled to vote, hold office, and participate in all branch activities and programs of each branch where membership is maintained.

(c) Life Membership.  Any individual member of AAUW may become a life member upon a one-time payment of twenty years’ dues; based on the amount of AAUW dues the year the member elects to become a life member.  Thereafter, the life member shall be exempt from payment of AAUW dues.  Paid life members who are members of branches continue to pay annual state and branch dues.

(d) Fifty-Year Honorary.  Any branch member who has paid AAUW dues for fifty (50) years shall become a life member and shall thereafter be exempt from payment of AAUW dues.

(e)  Privileges.  A life member of AAUW who maintains a membership in one or more branches or comparable AAUW-affiliated entities on an annual basis shall be entitled to all branch rights and privileges.  A life member of AAUW who does not maintain branch membership shall be entitled to national member privileges only.

  1. Partner Members.

College/university partner members are qualified educational institutions, including two-year or community colleges that pay annual dues to AAUW.  Each college/university member shall appoint one or two representatives who shall each have the membership benefits of a                national member and any other benefits that accrue to representatives of partner members.      A representative of a college/university partner member may choose to affiliate with a state        or multistate organization, branch, or comparable AAUW-affiliated entity following the       procedures set forth in the state, branch or AAUW-affiliated entity bylaws.

  1. Student Affiliates.

An undergraduate student enrolled in a qualified educational institution shall be eligible for         student affiliation.  Student affiliates shall be entitled to attend branch, state and AAUW               meetings and receive the publications distributed to all members of AAUW.  Affiliates may           not vote or hold office. Georgetown TX fees may be established by the branch upon                       recommendation by the board of directors.

Section 4.Reciprocity.  A branch member of AAUW who has paid current dues shall be eligible to transfer membership to another branch. All branches shall have a reciprocal membership policy.  Payment of any additional dues shall be waived for a transferring branch member whose current dues have been paid in another branch.

Section 5.  Termination and Renewal.    

  1. A member whose dues remain unpaid after July 31 shall be dropped from               membership.
  2.  Renewal.  Terminated membership shall be renewed on presentation of credentials (a former membership card or verification of branch records) and payment of all authorized AAUW, state and branch dues and charges.

Section 6.  Suspension or Expulsion from Membership. A member may be suspended or dropped from membership for any conduct that tends to injure AAAUW 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 Board of Directors (see AAUW Affiliation Review Policy 208).)

ARTICLE VI.  FINANCE

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

Section 2.  Amount of Dues. The annual dues of branch members shall include those for AAUW, state, and branch and shall include a subscription to the AAUW publication distributed to all members.  The branch annual dues shall be fixed by a two-thirds vote of the member at the branch annual meeting or any regular branch meeting upon recommendation of the board of directors.

Section 3.  Payment of Dues. 

  1. Continuing Members. Dues of all continuing members are payable on or before July 1 and shall be paid to the branch treasurer not later than July 31.  The branch treasurer shall forward all AAUW dues collected and the AAUW publication subscriptions for student affiliates to        the AAUW treasurer at the Education Center, and 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 AAUW treasurer and state treasurer as soon as accepted.
  3. Partner members. The AAUW Board of Directors shall set the dues for partner members. AAUW provides for two partner member representatives from each C/U with no AAUW dues; states/branches may set their own or no fees for C/U representative membership.

Section 4.  Finances.  The branch shall provide for such audit and control of its funds as are necessary for their safekeeping and complete accounting.  No indebtedness in excess of $100 over amounts provided for in the budget shall be incurred by the branch except upon recommendation of the board of directors and a majority vote of the members at a regular meeting of the branch at which a quorum is present.

No part of the net earnings of the branch shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the branch shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and Intedistributions in furtherance of the purposes described in section 501 (c)(3) Internal Revenue Code.

ARTICLE VII.  OFFICERS

Section 1.  Elected Officers.  The elected officers or co-officers shall be a president, vice presidents of program and membership, financial officer/treasurer and secretary.

Section 2.  Duties.

  1. President. The president shall:
    • be the official representative of the branch in the activities of the branch on all levels;
    • submit a list of the incoming and continuing branch officers and chairs to the president of the state and to the executive director not later than June 1;
    • submit an annual report of the branch to the persons designated on forms provided by AAUW not later than June 1;
    • be responsible for bringing the branch bylaws into conformity with the AAUW Charter and Bylaws after each AAUW convention and for submitting revised bylaws for review to the chair of the biennial AAUW convention;
    • be responsible for bringing the branch bylaws into conformity with the state bylaws after a state convention;
    • perform the following duties:

(a) preside at all meetings of the branch, the board of directors, and the executive committee;                                                                                                                                                     (b) call meetings of board of directors, executive committee, and other committees and               task forces as needed.

  1. Financial Officer/Treasurer.  The financial person/treasurer shall:

(1)  be responsible for collection of annual dues;

  • forward AAUW dues for regular members and AAUW publication subscriptions for student affiliates to the AAUW treasurer;
  • transmit to the AAUW treasurer all applications, with dues, made to the branch by graduates who qualify for membership in AAUW or by undergraduates who qualify for student affiliation under the AAUW Charter and Bylaws.
  • perform the following duties:

(a)  receive all monies due the branch;

(b)  pay all bills provided for in the budget or approved by the board of directors or branch members

(c)  keep a proper set of books;

(d)  render a financial report at the annual meeting of the branch, and such other times                      as requested by the board of directors;

(e)  preside at meetings in the absence of the president and either vice president;

(f)  present a proposed budget in the September newsletter with approval at the                     September branch meeting.

  1. Secretary. The secretary shall:

(1)  record and keep in her custody the minutes of all meetings of the branch, of the board           of directors, and of the executive committee;

(2)  have available for reference at all meetings a copy of the branch bylaws, a list of officers          and committee chairs

(3)  have charge of such correspondence of the branch as is delegated to the secretary by the president, and keep on file all communications received and copies of letters sent;

(4)  perform such other duties as are requested by the president.

1.Vice Presidents:

(1) First Vice President.  The first VP shall serve as chair of the committee on program development, preside at meetings in the absence of the president, and perform such other duties as are requested by the president or by the board of directors.

(2 )Second Vice President.  The second VP shall serve as the chair of the committee on           membership, preside at meetings in the absence of the president and first vice president, and perform such other duties as are requested by the president or by the board of directors.

Section 3._ Elections and Terms of Office.  

  1. Nominations. A nominating committee of three members chosen by the board of directors  at least two months prior to the annual election shall prepare a slate of nominees to be presented at the branch meeting one month prior to the election, or presented in writing to each member at least two weeks before the election, provided that the written consent of the nominee has been obtained previously.
  1. Election. Voting shall be by ballot and a majority of the votes cast shall be necessary for election.  In cases in which there shall be but one nominee for office, the vote may be taken by voice.  Elections shall be held at the annual meeting of the branch.  All officers can be elected at the same time, or alternate years may be used, one for the president and financial person and another for the secretary and vice president(s).
  1. Terms of Office. All elected officers shall begin office on July 1.  Two-year terms are preferable, but exceptions can be made as necessary.  The incoming president may call a       meeting of the incoming executive committee before July1 to approve appointments and to make tentative plans for the coming year.
  2. All vacancies in elected offices shall be filled for the unexpired term by the board of directors.

Section 4.  Appointed Officers.  There shall be appointed officers for public policy and for the AAUW Funds, and such other officers as shall be deemed necessary to carry on the work of the branch.  Only members of the Association shall be appointed as officers of the branch.

  1. Appointments shall be made by president with the approval of the executive committee.
  1. Terms of Appointments. All appointed officers shall serve for a term of one year or until a successor has been appointed and has taken office.

ARTICLE VIII.  BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE

Section 1. Board of Directors.

  1. Membership. The board of directors shall be composed of the elected and appointed     officers, chairs of issue task forces, and representatives of areas of interest.
  2. Duties.  The board of directors shall:
    • carry on the business of the branch in conformity with the policies and programs of the AAUW;
    • have the general power to administer the affairs of the branch between branch business meetings and shall report its actions to the branch;
    • be subject to the orders of the branch and none of its actions shall conflict with the action taken by the branch;
    • submit to the branch at the first regular meeting in the fall, a budget for the year, to be voted upon at the next regular meeting of the branch.;
    • recommend to the branch establishment of additional standing committees;
    • establish special committees and task forces.

Section 2. The Executive Committee  

  1. Membership.  The executive committee shall be composed of the elected officers of the branch.
  1. Duties. The executive committee shall:
  • have emergency power to act for the board of directors between meetings of the board;
  • provide for such audit and control of funds as are necessary to assure their safekeeping and complete accounting;
  • perform such other duties as the board may deem necessary.
  1.    Meetings.  Meetings of the executive committee shall be held on the call of the president.  The incoming or continuing president may call a meeting of the executive committee prior to July 1 for the purpose of approving appointments and making plans for the coming year.
  1. Quorum. A majority of the members of the executive committee shall constitute a quorum.

ARTICLE IX.  COMMITTEES

Section 1. Standing Committees.

  1. There shall be branch standing committees on, or persons concerned with the following:             public policy, AAUW Funds, membership, program development and finance.
  2. Composition and Function.
    1. The committee on public policy, chaired by the officer appointed to that position, shall be responsible for the public policy program in the branch.
    2. The committee on AAUW Funds, chaired by the officer appointed to that position, shall be responsible for implementing the programs on Fellowships, Research and Projects, updates on LAF cases, and such other items as may be established by AAUW.
    3. The committee on membership, chaired by the membership vice president, shall be responsible for branch membership recruitment and orientation to the purpose and program of AAUW.
    4. The committee on program development. 

(a)  Composition.  The committee on program development, chaired by the program vice president, shall include the representatives of areas of interest such as community, cultural interests, education, and international relations, and such other members as are deemed necessary.

(b)  Function.  The committee on program development shall consider the program     topics of the Association and shall recommend to the branch the selection of topics to be implemented.  It shall provide policy guidance for the continuing program concerns of the branch and shall also consider future Association program topics.

(c)  The branch may delegate the responsibilities of representatives of areas of interest and /or implementation of topics to the chair of the committee on program development.

The finance committee

(a) Composition. The finance committee, chaired by the current treasurer  shall include the current president, the current treasurer, the past president, the past treasurer  and one other member.

(b) Function. The finance committee shall be responsible for analyzing the proposed budget and submitting it to the board of directors for approval within 45 days of the beginning of the fiscal year. The committee recommend to the board of directors the allocation of all monies acquired by the Branch other than membership dues. The finance committee shall be responsible for the annual examination of financial books, vouchers and records at the close of the fiscal year and  shall designate either a disinterested, qualified individual or a sub-committee of three of its members, not including the current treasurer.

  1. There shall be such additional standing committees as shall be considered necessary by the branch upon recommendation of the board of directors.

Section 2.  Special Committees and Issues Task Forces. 

 Special Committees.  There shall be such special committees as are considered necessary by the board of directors.

  1. Issues Task Forces.  There shall be such task forces to implement current AAUW program     issues for study and/or action as are considered necessary by the branch.

Section 3.  Chairs.  The chairs of all committees and issues task forces, except the nominating committee and those provided for by elections, shall be appointed by the president with the approval of the executive committee.  Chairs shall select members of their committees or issues task forces in consultation with the president.  Chairs shall serve as channels of communication in their respective fields with the state, regional and AAUW chairs, and shall make such reports as they request.

ARTICLE X.  BRANCH MEETINGS

Section 1. Meetings.   

  1.     Regular meetings.  Regular meetings of the branch shall be held each month from September through May.  The actual time and place will be determined by the board of directors.
  2. Special Meetings.  Special meetings may be called by the president, by the board of directors, by the written request of five members of the branch.  Notice of the date, time, place, and the business to be brought before the meeting shall be distributed to members at least seven days in advance.  Only business for which notice has been given shall be transacted.
  3. Annual Meeting.  The regular meeting held during the month of April shall be known as the annual meeting and shall be for the purpose of electing the officers, receiving reports of the officers and committees, and for such other business as may properly arise.

Section 2.  Quorum.  One-fourth of the members of the branch shall constitute a quorum.

ARTICLE XI.  PROPERTY

Title to 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 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.  In the event of dissolution of an affiliated state or multi-state organization or the termination of its affiliation with AAUW, all assets of the state or multi-state organization shall be transferred and delivered to AAUW or to an AAUW-affiliated entity designated by AAUW.  AAUW may solicit and consider recommendations from local leaders before making a designation.

 ARTICLE XII.  DELEGATES TO CONVENTION

Any member of the Association may attend Association’s national convention, as well as the state conventions.

ARTICLE XIII.  FORFEITURE OF BRANCH STATUS

Section 1.  Loss of Recognition of a Branch.  A branch shall be deemed to have forfeited its right to continue as a branch for any of the following reasons:

  1.  has violated the Use of Name Policy (See Article IV.);
  2.  has refused to admit an eligible graduate to branch membership (See Art. V, Sec 1, A);
  3. has had fewer than 15 members for 12 consecutive months;
  4. has not forwarded required dues to the AAUW finance vice president for a period of two years
  5. has violated the purpose of AAUW or the provisions of its Bylaws;
  6. has maintained branch bylaws or practices in conflict with the AAUW Charter and Bylaws.

ARTICLE XIV.  PARLIAMENTARY AUTHORITY

The Rules contained in 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 by these bylaws.

ARTICLE XV.  AMENDMENTS TO THE BYLAWS

Provisions of these bylaws not governed by the Charter and Bylaws of AAUW 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 at which the amendment is to be acted upon.