American Association of Univeristy Women

AMERICAN ASSOCIATION OF UNIVERSITY WOMEN

STUART AREA FLORIDA BRANCH POLICIES AND BYLAWS

I. BOARD OF DIRECTORS

1. Although more members may be appointed to the board of directors for the purpose of establishing a quorum, the official membership of the board shall be fifteen (15).

II. MEMBERSHIP

1. Members of other AAUW branches, either in Florida or in other states, may become DUAL members of this branch by payment of local dues. They do not pay Florida State dues. They may participate in local branch activities.

2. In the event of a member's death, the branch shall make a contribution of $25.00 to the Education Foundation in the member's memory.

3. Members, who find it necessary to resign from the branch, should submit a written resignation to the membership vice president.

4. The president shall appoint a Sunshine Chair who shall send cards or letters to members who are ill, bereaved, or deserving of particular congratulations. The Sunshine Chair shall submit bills for cost of materials and postage to the treasurer by June 15 of each year.

III . FINANCES

1. The president shall appoint a Finance Committee. Its responsibilities shall be: a) to prepare the annual budget and present it to the board and to the membership; b) to make recommendations on financial investments. The five (5) members shall include the treasurer, who shall not be the chair, the ways and means chair, and three (3) other members.

2. The branch shall not make financial contributions to any individual (except for scholarship recipients) or to any other organization which does not have goals or objectives comparable to those of AAUW.

3. Funds earned for Educational Foundation and local scholarships shall be kept in a savings account designated for the purpose. If appropriate, a separate savings account shall be set up for operating funds.

4. The Certificate of Deposit owned by the branch was purchased with Educational Foundation/scholarship funds, and the principal and interest shall be used only for those purposes.

5. Branch allowances for delegate expense to Association and/or state events shall be included in the annual budget and, following budget approval by the membership, need not be brought to the attention of members at a subsequent meeting. After an event covered by the approved budget, the treasurer shall reimburse the delegates.

IV. FINANCIAL AWARDS/EDUCATIONAL FOUNDATION

1. The Financial Awards Committee shall be composed of three or more members appointed by the president. They shall select the recipients of all financial awards distributed by the branch.

2. Monies raised for the purpose of financial awards shall be allocated at the discretion of the Board.

3. The annual branch contribution to the Educational Foundation may be designated by the board for application to a particular fund within the Educational Foundation program.

Adopted: May, 1986

Amended: June, 1992

Amended: January, 2005

AMERICAN ASSOCIATION OF UNIVERSITY WOMEN

STUART AREA FLORIDA BRANCH BYLAWS

ARTICLE I. NAME

The name of this organization shall be the Stuart Area Florida 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 its 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 regionally accredited educational institutions in order to promote equity, education, intellectual growth, individual worth, and development of opportunities for women and girls. The branch shall:

a. contribute to the growth and advancement of the Association, the AAUW Educational Foundation, and the AAUW Legal Advocacy Fund;

b. participate in development and promotion of AAUW polices and program through study, action, and public policy advocacy in areas related to its purpose, including community, cultural interests, education, and international relations;

c. support branch needs and promote positive societal change in the community;

d. cooperate in AAUW state and regional work.

ARTICLE IV. USE OF NAME

Section 1. Matters of National Scope.

a. 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.

b. The freedom of speech of the individual member to speak a personal opinion in the member's own name is not abridged.

c. Reference to membership in the Association by an individual shall be interpreted as use of name in application of Section 1.

d. On any national membership in 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.

e. Violation of the use of the Association's name shall result in:

(1) a member's suspension for one year or expulsion from membership; or

(2) loss of recognition of a branch.

Section 2. Matters of State Scope.

a. The policies and program of the Florida AAUW shall be binding on all members and branches, and no member or branch shall use the name of Florida AAUW to oppose such policies or program.

b. On any state matter on which Florida AAUW has no policy, the only action which may be taken by a member or branch in the name of Florida AAUW, is to use the established channels to develop a policy or program.

ARTICLE V. MEMBERSHIP

Section 1. Eligibility.

a. Individuals eligible to be admitted to membership are those holding an associate or equivalent, baccalaureate, or higher degree from a qualified 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 for admission by graduate schools at qualified universities of the USA who have paid dues on or before July 1 annually. The provisions set forth in this section are the sole requirement for admissibility for membership. Refusal to admit an eligible member to branch membership loss recognition of a branch. The branch member shall be entitled to vote, hold office, participate in programs, and receive the publications distributed to all members.

Section 2. Life Members.

a. Paid Life Members. Any branch member of the Association may become a life member of the Association upon 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 state and branch dues.

b. 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, state, and branch dues.

Section 3. Student Affiliates.

An undergraduate student enrolled in a regionally accredited educational institution shall be eligible for student affiliation. Student affiliates shall be entitled to attend branch, state, and Association meetings and receive the publication 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. Branch fees will be established by the branch board of directors.

Section 4. College /University Members.

A college or university within the geographic area of the branch which is a college/university member of the Association may become a college/university member of the branch upon payment of branch dues.

Section 5. Members-at-large of the Association may become branch members upon payment of branch dues.

Section 6. Termination. A member whose dues remain unpaid after June 1 shall be dropped from membership.

Section 7. Suspension or Expulsion from Membership.

Any member who violates Article IV, Section 1 of these bylaws (Use of Name) shall be suspended or expelled from membership by the Association Board of Directors. At least three-fourths 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, 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.

b. Associate Members. Dues for associate members shall be the same as dues for Association members. Fifteen dollars shall be submitted to the Association for a subscription to the Association publication distributed to all members. State dues shall be submitted to the state director for finance. 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 of 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.

a. Continuing Members. Dues of all continuing members are payable on or before May 1; a member whose dues remain unpaid after June 1 shall be dropped from membership. The branch treasurer shall immediately forward all association dues and subscriptions for associate members to the Association and all state dues to the state director for finance. 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 immediately. Dues paid between January 1 and March 15 shall be one-half the annual dues.

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 $50.00 over amounts provided for in the budget shall be incurred by the branch except upon a recommendation of the board of directors and a majority vote of the members at a regular branch meeting at which a quorum is present.

Section 5. 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 a transferring branch member whose current dues have been paid in another branch.

ARTICLE VII. OFFICERS

Section 1. Officers.

a. Elected Officers. There shall be a president, three vice presidents, recording secretary, corresponding secretary, and treasurer of the branch. Only members of the Association shall be president, vice presidents, secretaries and treasurer of the branch.

b. Appointed Officers. There shall be appointed officers for Public Policy, Educational Foundation, and such others as are deemed necessary to carry on the work of the branch. Public Policy and Educational Foundation officers must be members of the Association.

Section 2. Duties.

Officers shall perform the duties prescribed by these bylaws and by Robert's Rules of Order, Newly Revised.

a. President. The president of the branch shall:

(1) officially represent the branch in activities of the Association and shall be responsible for submitting such reports and forms as required by the Association and state;

(2) be responsible for bringing the branch bylaws into conformity with the Association and state bylaws and for submitting revised bylaws for review to the chair of the state committee on bylaws;

(3) perform the following duties:

(a) preside at all meetings of the branch, the board of directors, and the executive committee;

(b) serve as ex officio member of all task forces and committees except the nominating committee;

(d) appoint, with the approval of the executive committee, representatives of areas of interest, the chairs of all task forces and committees except those provided for by election, and any additional officers authorized by the branch bylaws.

b. Vice Presidents. There shall be three vice presidents of the branch. One vice president shall serve as chair of the committee on program development, one shall serve as chair of the committee on membership, and one shall serve as executive vice president.

(1) Program Vice President. the program vice president shall serve as chair of the committee on program development and shall also perform the following duties:

(a) preside at meetings in the absence of the president, and act in the absence or disability of the president;

(b) perform such other duties as are requested by the president or by the board of directors.

(2) Membership Vice President. The membership vice president shall serve as chair of the committee on membership and shall also perform the following duties:

(a) preside at meetings in the absence of the president and program vice president;

(b) perform such other duties as are requested by the president or by the board of directors.

(3) Executive Vice President. The executive vice president shall perform the following duties:

(a) make arrangements for meetings;

(b) serve as the president's liaison with committee chairs;

c. Recording Secretary. The recording secretary shall:

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

(2) have available for reference at all meetings a copy of the branch bylaws and a list of its officers, representatives of areas of interest, task force and committee chairs and members;

(3) perform such other duties as are requested by the president or by the board of directors.

d. Corresponding Secretary. The corresponding secretary shall:

(1) have charge of such correspondence of the branch as is delegated by the president or by the board of directors;

(2) keep on file all communications received and copies of all letters sent;

(3) perform such other duties as are requested by the president or by the board of directors.

e. Treasurer. The treasurer shall:

(1) be responsible for collecting all annual dues and maintaining official membership records of the branch;

(2) forward dues collected to the Association and to the state at the time specified by the Association;

(3) submit to the Association all qualifying applications,, with dues, made to the branch;

(4) perform the following duties:

(a) receive all monies due the branch;

(b) pay all bills provided for in the budget or verified by the president;

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

(e) serve on the finance committee;

(f) present the books (or financial records) for an annual audit

and control of funds to ensure their safekeeping and complete

accounting.

Section 3. Vacancies.

A vacancy in office, except that of 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 the following procedure: The program vice president shall assume the presidency; if unavailable, the vacancy shall be filled by the board of directors.

Section 4. Tenure

All officers shall take office on July 1. All officers shall serve for a term of two years or until their successors are elected and assume office. The incoming or continuing president may call a meeting of the board of directors or the executive committee prior to July 1 for the purpose of approving appointments and making plans for the coming year.

Section 5. Rotation.

The president, program vice president, and executive vice president shall be elected in even numbered years. The membership vice president, recording secretary, corresponding secretary, and treasurer shall be elected in odd numbered years.

Section 6. Nominations.

The nominating committee shall consist of five members; two shall be board members, elected by the board to serve as chair and vice chair, and three shall be elected by the branch membership at the October general meeting. They shall prepare a list of nominees to be presented at the branch meeting one month prior to the election, or in writing to each member at least two weeks before the election. Nominations may be made from the floor at the time of the election, provided written consent of the nominee has been obtained.

Section 7. Elections.

Voting shall be by ballot and a majority of the votes cast shall be necessary for election. When there is but one nominee for an office, the vote may be taken by voice. Elections shall be held at the annual meeting of the branch.

ARTICLE VIII. BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE

Section 1. Board of Directors.

a. Membership. The board of directors shall be composed of the elected and appointed officers and such others as are deemed necessary.

b. Duties. The board of directors shall:

(1) carry on the business of the branch in conformity with the policies and program of the Association;

(2) be subject to the orders of the branch, and none of its actions shall conflict with action taken by the branch;

(3) have the general power to administer the affairs of the branch between branch meetings and shall report its actions to the branch;

(4) submit the annual budget to the branch;

(5) establish additional standing committees, special committees, and task forces as necessary;

c. Meetings. Meetings of the board shall be held at least five times a year. Special meetings may be called by the president or upon the written request of two members of the board.

Section 2. The Executive Committee.

The executive committee shall consist of the elected officers and shall act in the interim between board meetings. The executive committee shall exercise 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 the board. Meetings of the executive committee shall be held on the call of the president or two members of the executive committee.

Section 3. Quorum.

The quorum of a meetings shall be a majority of its members.

ARTICLE IX. COMMITTEES AND INTEREST GROUPS

Section 1. Standing Committees.

a. There shall be branch standing committees on, or persons concerned with: Educational Foundation, public policy, membership, and program development.

b. Composition and Function.

(1) The committee on Educational Foundation shall be responsible for implementing the Foundation programs on Fellowships, Research and Projects, and such others as may be established by the Foundation and/or Association.

(2) The committee on public policy shall be responsible for the public policy program in the branch.

(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 the Association.

(4) The committee on program development, chaired by the program vice president, shall include chairs of interest groups and such other members as deemed necessary.

Section 2. Interest Groups.

There shall be interest groups established for community, cultural interests, education, and international relations, and others as deemed appropriate by the branch.

Section 3. Chairs.

The chairs of all committees, except those provided for by election, shall be appointed by the president with the approval of the executive committee. Chairs shall select the members of their committees in consultation with the president. Chairs shall serve as channels of communication in their respective fields.

ARTICLE X. MEETINGS

Section 1. Meetings.

a. Annual Meetings. The annual meeting of the branch shall be held during the month of March and shall be for the purpose of electing officers, receiving reports of officers, committees, and task forces, setting dues, amending bylaws if necessary, and for such other business as may properly arise.

b. Branch Meetings. The branch shall hold at least seven meetings a year.

c. Special Meetings. Special meetings may be called by the president, six members of the board of directors, or by the written request of twenty members of the branch. Notice of the date , time, place, and the business to be brought before the meeting shall be sent by the recording secretary to the members in writing at least seven days in advance. Only business for which notice has been given shall be transacted.

Section 2. Quorum.

Fifteen per cent of the members of the branch shall constitute a quorum.

ARTICLE XI. PROPERTY.

The 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 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.

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. INTERBRANCH COUNCIL.

An interbranch council is a voluntary association of branches with sets of its own purpose, structure and meetings.

ARTICLE XIII. CONVENTIONS.

Section 1. Delegates.

a. Association. Delegates and alternates shall be elected by the branch and certified by the branch president. 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. State. Delegates and alternates shall be elected by the branch and certified by the branch president. The number of delegates to which the branch is entitled shall be governed by the bylaws of the state.

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 XIV. INTERNATIONAL FEDERATION OF UNIVERSITY WOMEN

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 state meetings without a vote.

ARTICLE XV. 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. has violated the Use of Name Policy (see Article IV.);

b. has refused to admit an eligible graduate to branch membership (see Article V., Section 1,a.);

c. has had fewer than fifteen members for twenty-four consecutive months;

d. has not forwarded the required dues to the AAUW treasurer for a period of two years;

e. has violated the purpose of the Association or the provisions of its Bylaws;

f. has maintained branch bylaws or practices in conflict with the AAUW Charter and Bylaws;

g. has exceeded the twenty percent (20%) limitation on associate members.

If a branch appears to have forfeited its right to continue as a branch, the president of the state in which the branch is located, or the president of the Association, shall notify the branch and shall request it to present its views in writing to the state board of directors within a designated period of time. The state and the Association board of directors shall review the branch status. The AAUW Board of Directors shall have the authority to waive the numerical requirement.

Section 2. Discontinuance of a Branch.

A branch shall be discontinued only in accordance with the following procedure: In the event that a branch is unable to continue to function, the branch president shall notify the state president, the state director for membership, and the regional director. The state president shall promptly notify the Association. The AAUW Board of Directors shall have final authority to withdraw recognition of the branch. If there is no branch contact, the state may initiate the process.

ARTICLE XVI. 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 XVII. INDEMNIFICATION

A officer or director of Stuart Area Florida Branch, AAUW, is not personally liable for monetary damages to any person for any statement, vote, decision, or failure to take action, regarding organizational management or policy by an officer or director, unless:

a. The officer or director breached or failed to perform the duties as an officer or director; and

b. The officer's or director's breach, or failure to perform, the duties constitutes:

(1) A violation of the criminal law, unless the officer or director had reasonable cause to believe the conduct was lawful or had no reasonable cause to believe the conduct was unlawful. A judgment or other final adjudication against an officer or director in any criminal proceedings for violation of the criminal law estops that officer or director from contesting the fact that the breach, or failure to perform, constitutes a violation of the criminal law, but does not estop the officer or director from establishing that there was reasonable cause to believe that the conduct was lawful or had no reasonable cause to believe that the conduct was unlawful.

(2) A transaction from which the officer or director derived an improper personal benefit, either directly or indirectly; or

(3) Recklessness or an act or omission which was committed in bad faith or with a malicious purpose or in manner exhibiting wanton and willful disregard of human rights, safety, or property.

For purposes of this section, the term:

"Recklessness" means the acting, or omission to act, in conscious disregard of a risk: a) Known, or so obvious that it should have been known, to the officer or director; and b) Known to the officer or director, or so obvious that it should have been known, to be so great as to make it highly probable that harm would follow from such action or omission.

"Director" means a person who serves as a director, trustee, or member of the governing board of an organization.

"Officer" means a person who serves as an officer without compensation except reimbursement for actual expenses incurred or to be incurred.

(Source: 1990 Supplement to Florida Statutes 1989, 617.0834)

ARTICLE XVIII. AMENDMENTS TO THE BYLAWS.

Provisions of these bylaws not governed by the AAUW Charter and Bylaws or by the Bylaws of /Florida 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 or in writing to every member at least two weeks in advance of the meeting. 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 the branch bylaws.

Amended: June, 1992

Amended: January, 1996

Amended: October, 2001

Amended: December 2005