09.01.08
AAUW Asheville Branch By-Laws (2008)
BYLAWS OF THE
ASHEVILLE, NORTH CAROLINA BRANCH
ARTICLE I
NAME
The name of this organization shall be the Asheville, North Carolina Branch, hereinafter called the Branch, of the American Association of University Women, hereinafter called the Association or AAUW.
ARTICLE II
GOVERNMENT
The Charter and Bylaws of the Association 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. Every amendment to the Bylaws of the Association shall become effective and binding on this Branch.
The Charter and Bylaws of the Association 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. Every amendment to the Bylaws of the Association shall become effective and binding on this Branch.
ARTICLE III
PURPOSE
The purpose of this Branch shall be to unite graduates of any regionally accredited higher educational institutions in order to promote equity, education, intellectual growth, individual worth, and development of opportunities for women and girls. The Branch shall:
a. participate in development and promotion of AAUW policies and programs through study, action and public policy advocacy in areas related to its purpose, including community, cultural interests, education and international relations;
b. contribute to the growth and advancement of the Association, the AAUW Educational Foundation, the AAUW Legal Advocacy Fund, and the GEM Fund;
c. support Branch needs and promote positive societal change in the community;
d. cooperate in AAUW-NC and regional work.
The purpose of this Branch shall be to unite graduates of anyregionally accredited higher 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 shall be binding on all members, branches, and states, and no member, branch, or state 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 which may be taken by a member, branch, or state 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:
a. a member’s suspension for 1 year or expulsion from membership; or
b. loss of recognition of a branch.
ARTICLE V
MEMBERSHIP
SECTION 1. ELIGIBILITY
a. Association Members:
(1) A graduate holding a baccalaureate, an associate or equivalent degree, or higher degree from any regionally accredited higher 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 of admission by graduate schools at regionally accredited universities of the USA shall be eligible to receive admission to AAUW membership; such membership shall be granted upon payment of dues (Association, AAUW-NC and Branch) on or before July 1.
(2) 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.
b. Associate Members: There shall be no associate members admitted after July 1, 1957. Those admitted before that date shall be members of the branch and state only. To maintain their status as associate members, they shall maintain continuous membership in a branch and state; their status cannot be renewed after resignation. No branch shall have associate members in excess of twenty percent (20%) of the total branch membership.
SECTION 2. LIFE MEMBERS
a. Paid Life Members: Any branch member of the Association may become a life member of the Association upon a one-time payment of twenty years’ dues, based on the amount of Association dues the year that member elects to become a life member. Thereafter the life member shall be exempt from payment of Association dues. Paid life members who are members of branches continue to pay annual AAUW-NC and Branch dues.
a. Fifty-Year Honor: Any Branch member who has paid Association dues for fifty (50) years shall become a life member and shall thereafter be exempt from payment of Association, AAUW-NC and Branch dues.
SECTION 3. STUDENT AFFILIATES An undergraduate student enrolled in any regionally accredited higher educational institution shall be eligible for student affiliation. Student affiliates shall be entitled to attend branch, state, and Association meetings and receive the publications distributed to all members of the Association. Affiliates may not vote nor hold office. Fees for student affiliates shall be established by the Association Board of Directors.
SECTION 4. TERMINATION A member whose dues remain unpaid after July 31 shall be dropped from membership.
SECTION 5. SUSPENSION or EXPULSION FROM MEMBERSHIP Any member who violates Article IV of these Bylaws (Use of Name) shall be suspended or expelled from membership by the Association Board of Directors. At least three-fourths (3/4) of the board shall concur that a violation has occurred. Suspension shall be for a period of one year.
ARTICLE VI
FINANCIAL ADMINISTRATION
SECTION 1. FISCAL YEAR The fiscal year shall correspond with that of the Association and shall begin July 1.
SECTION 2. AMOUNT OF DUES
a. Association Members: Dues for Association members shall include those for Association, AAUW-NC, and Branch and shall include a subscription to the publication distributed to all members. Any change in annual dues shall be fixed by a two-thirds vote of the members present at the Branch annual meeting upon recommendation of the Branch Board of Directors.
b. Associate Members: Dues for associate members shall be the same as dues for Association members. Fifteen dollars shall be submitted to the AAUW finance vice-president for a subscription to the Association publication distributed to all members. AAUW-NC dues shall be submitted to the AAUW-NC treasurer. The balance of the associate member’s dues shall be retained by the Branch treasurer.
c. Student Affiliates: Fees 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 AAUW-NC and/or by the Branch Board of Directors.
SECTION 3. PAYMENT OF DUES
a. 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 and subscriptions for associate members to the Association and all AAUW-NC dues to the AAUW-NC treasurer. Dues shall be postmarked by the date specified by the Association.
b. New Members: Dues of new members may be paid at any time and shall be forwarded to the Association and AAUW-NC immediately. National and AAUW-NC dues paid between January 1 and March 15 shall be one-half (1/2) the annual dues. The Branch Board of Directors shall set any reduction of Branch dues for new members received between January 1 and March 15.
SECTION 4. FINANCES The Branch shall provide for such audit and control of its funds as are necessary for their safekeeping and complete accounting principles and federal, state and local laws.
SECTION 5. RECIPROCITY
a. 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 a transferring Branch member whose current dues have been paid in another branch.
b. 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 USA may attend Branch meetings without a vote.
ARTICLE VII
OFFICERS
SECTION 1. OFFICERS
The elected officers shall be the Co-Presidents, Co-Vice-Presidents of Membership, Co-Vice-Presidents of Programs, Secretary, Treasurer. The terms “Junior” and “Senior” for the Co-Presidents and Co-Vice-Presidents refer to the first and second years of office, respectively.
SECTION 2. DUTIES Officers shall perform the duties prescribed by these Bylaws and by Robert’s Rules of Order, Newly Revised.
a. Co-Presidents: The Co-Presidents of the Branch shall accomplish the following as they see fit:
(1) be the official representatives of the Branch in activities of the Association on all levels;
(2) submit a list of the incoming and continuing Branch officers and chairs to the president of AAUW-NC and to the Association no later than June 1;
(3) submit an annual report of the Branch to the persons designated on forms provided by the Association no later than June 1;
(4) be responsible for bringing the Branch Bylaws into conformity with the AAUW Charter and Bylaws after each Association convention and for submitting revised bylaws for review to the Chair of AAUW-NC’s Bylaws Committee by the date set by the Association following the biennial Association convention;
(5) be responsible for bringing the Branch Bylaws into conformity with AAUW-NC’s after an AAUW-NC convention;
(6) decide which of the Co-Presidents shall serve as ex-officio member of each task force and committee except the nominating committee.
(7) determine which of the Co-Presidents shall serve on the Board of Directors of the GEM Fund.
b. Co-Vice-Presidents: The responsibilities for Program Development and Membership Development shall be shared by two vice presidents each. The term of office for one of each set of vice presidents shall expire in alternating years to allow one senior and one junior member to be serving each year.
(1) The Senior Program Vice President: Shall serve as Chair of the Committee on Program Development and shall perform the duties of the Senior Co-president in both the Senior and Junior Co-Presidents’ absence or disability. They and/or their committee shall publicize programs in the news and throughout the community.
(2) The Senior Membership Vice President: Shall serve as Chair of the Committee on Membership and shall perform the duties of Senior Co-President in the Junior Co-President’s and the Senior Program Vice President’s absence or disability.
c. Secretary: The Secretary shall record and keep in custody the minutes of the Annual Meeting, meetings of the Board of Directors and meetings of the Executive Committee; and
(1) have available for reference at all meetings the minutes of the last two
years, a copy of the Branch Bylaws and a list of its officers, task force and committee chairs and members;
(2) have charge of such correspondence of the Branch as is delegated by the Co
Presidents or the Board of Directors;
(3) keep on file all communications received and copies of letters sent;
(4) maintain Branch newsletters, minutes and other pertinent material, to be filed annually within two months of the end of the fiscal year, in the archives at the Ramsey Library, UNCA;
(5) perform such other duties as are requested by the Co-Presidents.
d. Treasurer: The Treasurer shall:
(1) be responsible for the accurate recording and handling of Branch monies as well as the collection of annual dues to the Association and the AAUW-NC at the time specified by the Association;
(2) present the Branch’s Annual Financial Report to the Board within two months of the close of the fiscal year;
(3) prepare, with two other Board members appointed by the Board, the Annual Budget, to be approved no later than the end of the fiscal year.
SECTION 3. VACANCIES
a. Officer other than Co-President: A vacancy in office, except for the Co-Presidents, shall be filled for the remainder of the term of election by majority vote of the Board of Directors.
b. Senior Co-President: The Office of Senior Co-President shall be filled by the Junior Co-President, who shall serve until the end of the two-year term for which she was elected. If the Junior Co-President is unavailable, the office shall be filled by the Senior Program Vice President, then the Senior Membership Vice President. The office of Junior Co-President shall then be filled by a majority vote of the Board of Directors for the remainder of the fiscal year in which the vacancy occurs.
c. Junior Co-President: The office of Junior Co-President shall be filled by a majority vote of the Board of Directors for the remainder of the fiscal year in which the vacancy occurs. The current Nominating Committee will then recommend a Co-President to be voted on by the usual procedure, to serve a one-year term as Senior Co-President.
SECTION 4. TERMS All officers shall take office on July 1 and shall serve a term of two years or until their successors are elected and assume office. The term of office for Co-Presidents shall expire in alternating years to allow one senior and one junior member to serve each year. The immediate past Senior Co-President shall serve on the Board of Directors for an additional year following the end of her presidential term of office.
SECTION 5. NOMINATIONS and ELECTIONS
a. Nominating Committee: A nominating committee consisting of one member from the Board of Directors (who cannot serve as chair) and four members from the Branch at large shall be chosen by the Board of Directors at least three (3) months prior to the election. The chairman will be elected by the committee and cannot be nominated for any office. A list of nominees shall be presented to the membership by the committee at least two (2) weeks prior to the election. Nominations may be made from the floor at the time of the election, provided consent of the nominee has been obtained.
b. Elections: Election shall be held at the annual meeting of the Branch. The annual meeting shall be held no later than May of each year. Should there be more than one nominee for an office, the voting shall be by ballot and majority vote.
ARTICLE VIII
BOARD OF DIRECTORS
SECTION 1. BOARD of DIRECTORS
a. Membership: The Board of Directors shall be composed of the elected officers, the immediate past Senior Co-President, the chairs of standing committees, the president of the GEM Fund, and when applicable, NC Convention Chairman. In lieu of its President, the GEM Fund Board of Directors may designate, on an annual basis, another of its members to serve as the GEM Fund representative to the AAUW Board of Directors. All members of the Board of Directors shall be Association members. One individual shall be limited to one vote.
b. Duties: The Board of Directors shall:
(1) establish and administer policies for the Branch;
(2) meet regularly to make and implement plans, hear reports and review
activities;
(3) act as a conduit of information about AAUW programs and policies from the Association, AAUW-NC and region;
(4) update Branch policies;
(5) act for the Branch between regular meetings;
(6) recommend an annual budget to the Branch;
(7) recommend the establishment of additional committees, issue task forces and special committees to the Branch;
(8) prepare, implement and review an assessment of needs of Branch members.
(9) appoint the GEM Fund Board of Directors;
(10) review GEM Annual Report and Financial Report within two months of the close of the fiscal year.
c. Meetings: Meetings of the Board shall be held at least four (4) times a year. Special meetings may be called by the Co-Presidents or upon written request of four (4) members of the Board or six (6) members of the Branch.
d. Informal Action: Action may be taken by a majority of the Board of Directors without a formal meeting. Written acknowledgment of the action must be obtained from all directors, and this acknowledgment and details of the action must be filed with the permanent minutes of the Board.
SECTION 2. EXECUTIVE COMMITTEE The Executive Committee shall consist of the eight (8) elected officers and shall act in the interim between Board meetings. The Executive Committee shall have such power and authority as may be delegated to it by the Board and shall report to the Board on all actions taken by it between regular meetings of Board. Details of the action must be appended to the previous permanent minutes of the Board.
SECTION 3. QUORUM The quorum of a meeting of the board shall be a majority of its members.
ARTICLE IX
COMMITTEES
SECTION 1. STANDING COMMITTEES There shall be Branch standing committees on, or persons concerned with, the work of the following: Program Development, Membership, Education Foundation, Public Policy, Communication, Legal Advocacy Fund, Study Groups, Diversity and College Liaison.
SECTION 2. OTHER COMMITTEES The Co-Presidents shall establish annual committees to assume responsibility for specific activities that support the goals of the Branch, region, AAUW-NC or the Association. Ad-hoc committees may also be established by the Co-Presidents for tasks of specific durations. These are not Board committees.
SECTION 3. COMPOSITION AND CHARGE The composition of each committee and its charge shall be determined by the Co-Presidents at the beginning of each fiscal year or in the case of ad-hoc committees when they are established.
ARTICLE X
BRANCH MEETINGS
SECTION 1. BRANCH MEETINGS There shall be at least seven (7) meetings of Branch members each year.
SECTION 2. ANNUAL MEETING An annual meeting of the Branch shall be held no later than May of each year, the exact time and place to be determined by the Board. At the annual meeting members shall elect officers, establish dues, receive reports of officers, committees and task forces, and conduct such other business as may be necessary.
SECTION 3. SPECIAL MEETINGS Special Branch meetings may be called by either Co-President, five (5) members of the Board of Directors or by written request of any ten (10) members of the Branch.
SECTION 4. QUORUM Fifteen percent (15%) of the members of the branch shall constitute a quorum.
ARTICLE XI
PROPERTY
SECTION 1. The title of 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, except that such property shall not be used for any purposes contrary to those of the Association.
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 XII
CONVENTIONS
SECTION 1. DELEGATES
a. Association: Delegates and alternates shall be elected by the Branch and certified by the Branch Co-Presidents. Each branch shall be entitled to be represented by delegates in proportion to the number of members as of February 1 of a convention year as follows: for 25 or fewer paid-up members, one delegate; for each additional 25 paid-up members, or major fraction thereof, one additional delegate.
b. AAUW-NC: Delegates and alternates shall be elected by the Branch and certified by the Branch Co-Presidents. The number of delegates to which the Branch is entitled (one per 25 paid-up members) shall be governed by the Bylaws of AAUW-NC.
SECTION 2. VOTING RIGHTS
The privilege of voting shall be suspended for any branch whose bylaws are not in compliance with the AAUW Charter and Bylaws.
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:
a. having violated the Use of Name Policy (see Article IV);
b. having refused to admit an eligible graduate to branch membership (see Article V, section 1,a.);
c. having had fewer than 15 members for 24 consecutive months;
d. having not forwarded the required dues to the AAUW Finance Vice President for a period of two years;
e. having violated the purpose of the Association of the provisions of its Bylaws;
f. having maintained branch bylaws or practices in conflict with the AAUW Charter and Bylaws;
g. having exceeded the 20% limitation on associate members (Article V,1.b.).
If a branch appears to have forfeited its right to continue as a branch, the president of AAUW-NC, or the president of the Association, shall notify the branch and shall request it to present its views in writing to the AAUW-NC Board of Directors within a designated period of time. The AAUW-NC and Association Boards of Directors shall review the branch status. The AAUW Board of Directors shall have the authority to waive the numerical requirements.
SECTION 2. DISCONTINUANCE OF A BRANCH A branch shall be discontinued only in accordance with the following procedures: In the event that a branch is unable to continue to function, the branch president shall notify the AAUW-NC President, the AAUW-NC Membership Vice President and the South Atlantic Regional Director. The AAUW-NC President shall promptly notify the Association. The AAUW Board of Directors shall have final authority to withdraw recognition of the branch. If there is not a branch contact, AAUW-NC may initiate the process.
ARTICLE XIV
PARLIAMENTARY AUTHORITY
The rules contained in the most 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.
ARTICLE XV
INDEMNIFICATION
A person serving as a director, trustee, or officer of a non-profit corporation shall be immune individually from civil liability for monetary damages, except to the extent covered by insurance, for any act or failure to act arising out of this service, except where the person:
a. is compensated for this service beyond reimbursement for expenses,
b. was not acting within the scope of his official duties,
c. was not acting in good faith,
d. committed gross negligence or willful or wanton misconduct that resulted in damage or injury,
e. derived an improper personal financial benefit from the transaction,
f. incurred the liability from the operation of a motor vehicle, or
g. is a defendant in an action brought under G.S. 55A-28.1 or G.S. 55A-28.2, General Statues of the State of North Carolina.
ARTICLE XVI
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 two-thirds (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 at which the amendment is to be voted upon.
SECTION 2. Prior to being voted on, proposed changes to the Branch Bylaws shall be sent to the AAUW-NC Bylaw Chair for approval.
SECTION 3. Amendments required by the Association 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 Adopted: February 6, 1997
Date Amended: April 1, 1998
Date Revised: February 18, 2004
Date of minor revisions by Association Directive: August 1, 2006 (no Branch action required)
Date of minor revisions by Association Directive: February 1, 2008 (no Branch action required)
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