Branch Bylaws

BYLAWS OF THE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN 
MID-PENINSULA, CALIFORNIA, BRANCH, INCORPORATED  

 

ARTICLE I. NAME AND GOVERNANCE  

Section 1. Name. The name of this organization shall be the American Association of University  Women, Mid-Peninsula, California, Branch, Incorporated, hereinafter called the branch.  

Section 2. Affiliate. The American Association of University Women, Mid-Peninsula, California,  Branch, Incorporated, is an Affiliate of AAUW as defined in Article V.  

Section 3. Legal Compliance. The Branch shall comply with the requirements of AAUW and  federal, state, and local law. The bylaws of the branch 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 branch is to further AAUW  purposes and policies. The Branch is a non-profit PUBLIC BENEFIT CORPORATION and is not  organized for the private gain of any person. It is organized under the Nonprofit Public Benefit  Corporation Law of the State of California for public purposes.  

Section 2. Policies and Programs. In keeping with this purpose, the Branch shall promote equity,  education, 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 Programs. The policies and program 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 program.  

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 individual member to speak an opinion in the member’s own name.  

ARTICLE IV. MEMBERSHIP AND DUES 

Section 1. Composition. The membership of AAUW at present consist of members (“Individual  Members”) and college/university members (“College/University Members”).  Section 2. Basis of Membership.  

  1. Individual Member.  
    1. Eligibility. An individual holding an associate’s (or equivalent, eg, 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 High 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 requirement for eligibility and  admissibility to 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 or  College/University Member who claims qualification for membership 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 educational institution upon which qualification for membership was based.
  • Life Membership. 
    1. Paid. An individual member may become a life member (a Life Member) upon a one-time  payment of 20 years’ national AAUW 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  the payment of AAUW dues.
    2. Fifty-Year Honorary. An individual member who has paid AAUW dues for 50 years shall  become a national life member and shall thereafter be exempt from the payment of AAUW  and state dues. 
  1. 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 Education 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.  

  1. Amount. The annual dues and Member benefits 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.
  2. 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 its 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.  

  1. Purpose. Affiliates shall promote the purposes, programs, and policies of AAUW. 
  2. Bylaws. Affiliates shall develop bylaws as meet their needs. However, any such bylaws shall  not conflict with AAUW Bylaws or with applicable law. 
  3. 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.  

  1. The AAUW affiliation status of an Affiliate may be revoked for cause through affiliation review  procedures specified by the AAUW Board of Directors. 
  2. 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 to 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 an 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 Branch in all instances in which they are applicable and in which they are not  inconsistent with the AAUW Bylaws or with the requirements of AAUW or applicable laws.  

 

ARTICLE VII . AAUW-MANDATED AMENDMENTS TO THE BYLAWS  AAUW Mandated amendments shall be implemented by the Branch’s board of directors without a  vote of the Branch’s membership and as prescribed by the AAUW Board of Directors.  

 

ARTICLE VIII . BRANCH MEMBERSHIP AND DUES  

Section 1. Branch Membership.  

  1. A member of national AAUW, as defined in Article IV, may become a member of the Branch upon payment of Branch dues.  
  2. All Branch members are required to be members of the American Association of University Women of the State of California, Inc., hereinafter called AAUW CA, in order for the Branch to be eligible for AAUW CA insurance and programs.  

Section 2. Dues (See also Article IV, Section 4.)  

  1. 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 the members 14 days prior to the meeting.
  2. Branch dues for college/university representatives shall be set by the board. AAUW CA dues are  waived for college/university representatives.
  3. AAUW paid life members, as defined in Article IV, Section 4-b (ii), are not exempt from payment  of AAUW CA and Branch dues.
  4. Fifty-Year Honorary Members as defined in Article IV, Section 4-b (ii), shall be exempt from the  payment of national AAUW and AAUW CA dues.
  5. Reciprocity. A current paid member of a branch or comparable AAUW-affiliated entity may  transfer membership to another branch or comparable AAUW-affiliated entity without payment of  additional dues.  

 

ARTICLE IX. NOMINATIONS AND ELECTIONS  

Section 1. Nominations  

  1. There shall be a nominating committee of at least three members plus two alternates, who shall be  elected at the annual meeting.
  2. The term of service on the nominating committee shall be for one year (from time of election to  the committee until the branch election) for a maximum of two consecutive terms.
  3. The names of the nominees for elected office shall be published and sent to every member at least  14 days prior to the annual Branch meeting.
  4. Nominations may be made from the floor with the consent of the nominee.  

Section 2. Elections  

  1. Elections shall be held at the annual Branch meeting. 
  2. Elections shall be by ballot unless there is only one nominee for a given office, in which  case the election may be by a voice vote. Election shall be by a majority vote of those voting.
  3. Mail ballots or electronic voting may be used for elections, provided the number of members  voting meets the quorum stated for meetings in Article XIV, Meetings. 
  4. The election format may be changed by the board to conform to changing state laws.  

 

ARTICLE X. OFFICERS 

Section 1. Officers  

  1. The elected officers shall be a president; vice presidents for program, membership, AAUW Funds,  and Legal Advocacy Fund; secretary, financial secretary, treasurer, and director-at-large.
  2. The  appointed officers shall be general sections, public policy, Tech Trek, parliamentarian, and others as  deemed necessary to the work of the branch. They shall be appointed by the president with the  consent of the board.  
  3. Officers shall serve for a term of one year or until their successors have been elected or appointed  and assume office. Term of office shall begin on July 1. The incoming president may call a meeting  of the incoming officers prior to July 1. 
  4. No officer shall hold more than one office at a time, and no elected officer shall be eligible to  serve more than four consecutive terms in the same office. 
  5. All vacancies in office shall be filled for the unexpired term by the board, with the exception of a  vacancy in the office of president, which shall be filled by the vice presidents in the order listed in  Section 1-a. 
  6. Each office may be filled by a single officer or co-officers.  

Section 2. Duties  

  1.  Officers shall perform the duties prescribed by these bylaws, by the rules of policies and  procedures adopted by the board of directors, and by the current edition of Robert’s Rules of Order  Newly Revised. 
  2. 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.  
  3. The vice presidents shall perform such duties as the president and the board shall direct and as  specified in Branch policies and job descriptions.
  4. The treasurer shall be responsible for collecting, distributing and accounting for the funds of the  Branch and for meeting all governmental and AAUW required filing deadlines.
  5. The secretary shall record and keep minutes of all noticed board, membership, and special  meetings, and shall make the minutes available upon request.  
  6. All officers and chairs shall submit annual reports to the president.  

 

ARTICLE XI. BOARD OF DIRECTORS  

Section 1. Composition. The board of directors shall include the elected officers and the following  appointed officers: general sections, public policy, and Tech Trek, with the parliamentarian serving  as a non-voting member.  

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 responsibilities delegated  by AAUW and the state. It shall act for the Branch between membership meetings. The board shall  have fiscal responsibility as outlined in Article XIV, Financial Administration, Section 2.  

Section 3. Meetings. Meetings of the board shall be held at least eight times a year at a time and  place agreed upon by the board.  

Section 4. Special Meetings. Special meetings may be called by the president or shall be called  upon written request of four members of the board provided that at least seven days’ notice of such meeting and its agenda have been given to the members of the board.  

Section 5. Quorum. The quorum for a meeting of the board shall be a majority of the voting  members. In accordance with California Corporate Code, each director, including co-officers, must have an individual vote.  

Section 6. Voting Between Meetings. Between meetings of the Branch board, a written, conference  call, 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 voting 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 7. Removal From Office. A member of the board of directors may be removed by a two thirds vote of the board in accordance with policies and procedures adopted by AAUW.  

 

ARTICLE XII . EXECUTIVE COMMITTEE 

Section 1. Composition. The executive committee shall consist of the elected officers, with the  parliamentarian serving as a non-voting member.  

Section 2. Duties. 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  duties as may be delegated to it by the board.  

Section 3. Meetings. 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. Quorum. The quorum of the executive committee shall be a majority of the voting  members.  

Section 5. Voting Between Meetings. A written, conference call or electronic vote may be taken at  the request of the president on any question submitted to the executive committee in writing  provided that every voting member of the executive committee 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 an executive committee meeting. The result of the  vote shall be recorded in the minutes of the next executive committee meeting.  

 

ARTICLE XIII . COMMITTEES 

Section 1. Establishing Committees. The president may establish standing and special  committees as needed with consent by 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 XIV . FINANCIAL ADMINISTRATION 

Section 1. Fiscal Year. The fiscal year shall correspond with that of AAUW: July 1 through  June 30.  

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 no later  than the end of the current fiscal year.  

Section 4. Insurance.  

  1. The Branch is required to participate in the AAUW CA insurance programs in order to  participate in AAUW CA sponsored activities and projects. The Branch must comply with all  risk management requirements, AAUW CA program directives and all other requirements as  outlined in AAUW CA policy and procedures.
  2. The Branch must obtain separate insurance coverage for activities and projects not covered under  the AAUW CA insurance coverage.  

 

ARTICLE XV. 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, establishing dues, amending bylaws and  receiving reports. This meeting shall be held between the months of March and June.  

Section 2. Membership Meetings. The Branch shall hold at least four meetings during the fiscal  year. The branch board shall determine the time and place for these meetings.  Section 3. Special Meetings. Special meetings may be called by the president or shall be called by  the president at the written request of four members of the board or 10 percent of the Branch  membership.  

Section 4. Meetings Notice. Notice of meetings shall be sent to all members of the Branch at least  10 days prior to the meetings.  

Section 5. Voting. Voting members entitled to vote at any meeting of members or by ballot shall be  all those voting members in good standing as of the date of the meeting.  

Section 6. Quorum. The quorum shall be 10 percent of the branch membership  

 

ARTICLE XVI. 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 board or committee member is entitled.  

 

ARTICLE XVIII . AMENDMENTS TO THE BYLAWS  

Provisions of these bylaws not governed by the AAUW (see Article VII) or AAUW CA bylaws may  be amended at a Branch meeting by a two-thirds vote of those present and voting provided written  notice shall have been sent to the members at least 14 days prior to the meeting.

 

Last Amended by Branch Vote: April 5, 2016 

Mandatory Amendments Made Since Then: August 20. 2017  

Mandatory Amendments: June, 2024 

 

Name Change approved, October 16, 2017 (from National AAUW)