AMERICAN
ASSOCIATION OF UNIVERSITY WOMEN
STUART
AREA
BYLAWS OF THE STUART AREA BRANCH AAUW
ARTICLE I. NAME
The name of this organization shall be the Stuart Area Branch of the American Association of University Women.
ARTICLE II. GOVERNMENT
The Bylaws of the American Association of University Women, hereinafter called AAUW, and AAUW -Florida Bylaws shall govern this branch in all its practices. The bylaws of this branch shall in no way conflict with the The Bylaws of AAUW or the AAUW FLorida Bylaws. Every amendment to the bylaws of AAUW and AAUW Florida shall become effective and binding on this branch.
ARTICLE III. PURPOSE
The purpose of AAUW is to advance equity for women and girls through advocacy, education, philanthropy, and research. The purpose of this branch shall be to unite graduates of accredited educational institutions in order to further those objectives. The branch shall:
a. contribute to the growth and advancement of AAUW;
b. 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, and education;
c. support branch needs and promote positive societal change in the community;
d. cooperate in FL AAUW work.
ARTICLE IV. USE OF NAME
Section 1. Matters of National Scope
a. The policies and programs of AAUW shall be binding on all members and branches and no member or branch shall use the name of AAUW to oppose such policies or programs. Established channels may be used to change a policy.
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 AAUW by an individual shall be interpreted as use of name in application of Section 1.
d. On any national matter in which AAUW has no policy, the only action which may be taken by a member or branch in the name of AAUW is to use the established procedure to effect the formulation of a policy.
e. Violation of the use of the AAUW name shall result in a member’s suspension for one year or expulsion from membership or loss of recognition of a branch.
Section 2. Matters of State Scope
a. The policies and programs of FL AAUW shall be binding on all members and branches, and no member nor branch shall use the name of FL AAUW to oppose such policies or programs.
b. On any matter on which FL AAUW has no policy, the only action which may be taken by a member or branch in the name of FL AAUW is to use the established procedure to develop a policy or program.
Section 3. Violations
Violation of the Use of Name policy shall result in action taken in accordance with AAUW policy.
ARTICLE V. MEMBERSHIP
Section 1. Eligibility
Individuals eligible to be admitted to membership are those holding an associate or equivalent, baccalaureate, or higher degree from a qualified educational institution, or a foreign degree acceptable as a basis for admission by graduate schools at qualified universities of the USA and who have paid dues.
Section 2. Life Members
a. Paid Life Members. Any branch member of AAUW may become a life member of AAUW upon one-time payment of twenty years’ dues, based on the amount of AAUW dues the year that member elects to become a life member. Thereafter, the life member shall be exempt from payment of AAUW dues. Paid life members continue to pay annual state and branch dues.
b. Fifty-Year Honor. Any branch member who has paid AAUW dues for fifty (50) years shall become a life member and shall be exempt thereafter from payment of AAUW, FL AAUW, and Stuart Area Branch dues.
Section 3. Members-at-Large. Any member-at-large of AAUW may become a branch member upon payment of branch dues.
Section 4. College/University Members. Any college or university within the geographic area of Stuart Area Branch which is a college/university member of AAUW may become a college/university member of the branch upon payment of branch dues.
Section 5. 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 AAUW, FL AAUW, and Stuart Area Branch meetings and receive all publications distributed to all members. Affiliates may not vote nor hold office. Fees for student affiliates shall be established by AAUW, by FL AAUW, and the branch board of directors.
Section 6. Dual Membership Members of other AAUW branches may become dual members of the Stuart Area Branch by payment of the branch dues.
ARTICLE VI. FINANCIAL ADMINISTRATION
Section 1. Fiscal Year. The fiscal year shall correspond with that of AAUW and shall begin July 1.
Section 2. Amount of Dues. Dues shall include those for AAUW, FL AAUW, and for Stuart Area Branch. The branch annual dues shall be fixed by a two-thirds vote of the members at the annual meeting.
Section 3. Payment of Dues.
a. Continuing Members. Dues of continuing members are payable on or before June 1. A member whose dues remain unpaid after June 1 shall be dropped from membership. The branch treasurer shall forward all AAUW dues to AAUW and all FL AAUW dues to the state director for finance. Dues shall be postmarked by the date specified by AAUW.
b. New Members. Dues of new members may be paid at any time they join and shall be forwarded to AAUW and FL AAUW immediately. Dues for members joining the branch for the first time between January 1 and March 15 shall be one-half the annual dues.
Section 4. Accounting. 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.
Section 5. Finance Committee.
a. Membership. The finance committee shall consist of a chair appointed by the president, the branch treasurer, and at least one additional branch member.
b. Budget. The annual budget for the branch shall be prepared by the finance committee, approved by the board of directors, and presented to the membership at the annual meeting. The budget must be approved by a simple majority vote at the annual meeting.
ARTICLE VII. OFFICERS
Section 1. Elected Officers
a. Executive Committee. Elected officers shall constitute the executive committee which may act in the interim between board meetings. The executive committee shall report to the board 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.
b. Positions. There shall be a president, three vice presidents (executive, program, membership), recording secretary, corresponding secretary, and treasurer of the branch.
Section 2. Appointed Officers. There shall be appointed officers for such duties as are necessary to carry on the work of the branch.
Section 3. Qualification for Officers. Only members in good standing of AAUW, FL AAUW, and Stuart Area Branch may serve as officers.
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.
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. Vacancies. A vacancy in office except that of 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: the program vice president; if unavailable, the vacancy shall be filled by the executive vice president; if unavailable, the membership vice president shall assume the presidency.
ARTICLE VIII. DUTIES OF OFFICERS
All officers shall perform the duties prescribed by these bylaws and by the latest edition of Robert’s Rules of Order.
Section 1. President.
a. The president of the branch is the official representative of the branch in all activities of the branch, of AAUW, and FL AAUW and shall be responsible for submitting such reports and forms as are required by AAUW and FL AAUW.
b. The president is responsible for bringing the branch bylaws into compliance with AAUW and FL AAUW bylaws and for submitting revised bylaws to the chair of the state committee on bylaws for review.
c. The president shall:
(1) preside at all meetings of the branch, the board of directors, and the executive committee;
(2) serve as ex officio member of all committees except the nominating committee;
(3) appoint with the approval of the board of directors representatives of areas of interest, the chairs of all committees except those provided for by election, and any additional officers authorized by the branch bylaws.
Section 2. Vice Presidents. There shall be three vice presidents – for program, for membership, and as executive vice president.
a. Program Vice President. The program vice president shall be responsible for providing programs for the general meetings, 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.
b. Membership Vice President. The membership vice president shall provide membership information to anyone desiring to join the branch, work collaboratively
with the treasurer to maintain accurate records of all members, and perform such other duties as are requested by the president or the board of directors.
c. Executive Vice President. The executive vice president shall make arrangements for all general meetings and perform such other duties as requested by the president or by the board of directors.
Section 3. Recording Secretary. The recording secretary shall record and keep in custody the minutes of all meetings of the branch, the board of directors, and the executive committee; have available for reference at all meetings a copy of the branch bylaws and a list of all officers, committee chairs, and members; and perform such other duties as are requested by the president or the board of directors.
Section 4. Corresponding Secretary. The corresponding secretary shall have charge of such correspondence of the branch as is delegated by the president or by the board of directors; keep on file all communications as necessary; and perform such other duties as requested by the president or by the board of directors.
Section 5. Treasurer.
a. Primary Duties.
(1) be responsible for collecting all annual monies and maintaining official membership records of the branch,
(2) forward dues collected to AAUW and to AAUW FL by the due date,
(3) submit to AAUW and AAUW FL applications for new members with dues.
b. Fiduciary Responsibilities.
(1) place all monies received by the branch in a secure financial institution in a timely manner,
(2) pay all bills properly submitted,
(3) keep an accurate accounting of all monies,
(4) present a financial report to the board at regular board meetings and to the membership at the annual meeting,
(5) serve on the finance committee,
(6) present the books or financial records for an annual audit and control of funds to ensure their safekeeping and complete accounting.
ARTICLE IX. NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee. 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 members at the first general meeting of the year. The committee 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 prior to the election.
Section 2. Voting. 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 X. BOARD OF DIRECTORS
Section 1. Composition. The board of directors shall be composed of the elected and appointed officers and such others as are necessary.
Section 2. Duties. The board of directors shall communicate the business of the board to the membership, be responsive to suggestions of the branch and take no action in conflict with those suggestions, administer the affairs of the branch between general meetings, and establish committees as necessary.
Section 3. 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 request of two members of the board.
ARTICLE XI. COMMITTEES
Section 1. Formation of Committees. The president with the assistance of the board shall establish any committees necessary to carry out the activities of the branch and appoint a chair for each of those committees.
Section 2. Interest Groups. Interest groups may be formed with the prior approval of the board of directors to meet the desires of the members in areas such as
community involvement, cultural activities, education, etc. All members of interest groups must be paid members of the branch.
ARTICLE XII. MEETINGS
Section 1. Annual Meetings. The annual meeting of the branch shall be held at the general branch meeting during the month of April and shall be for the purpose of electing officers, voting for a proposed budget, receiving reports of officers and committees, amending bylaws if necessary, and for such other business as may properly arise.
Section 2. Branch Meetings. The branch shall hold at least seven general meetings a year for the membership.
Section 3. Special Meetings. Special meetings may be called by the president, six members of the board, 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 at least seven days in advance. Only business for which notice has been given shall be transacted.
Section 4. Quorum. The quorum at any regular general meeting or properly called special meeting consists of a majority of those in attendance.
ARTICLE XIII. CONVENTIONS
Section 1. Delegates to FL AAUW. The branch president or an appointed “head of delegation” may cast votes authorized to the branch if the eligible number of delegates is not present. Delegates shall be certified by the branch president. The number of delegates to which the branch is entitled shall be governed by the bylaws of AAUW FL.
Section 2. Voting Rights. The privilege of voting shall be suspended for any branch whose bylaws are not in compliance with The Bylaws of AAUW or the AAUW Florida Bylaws.
ARTICLE XIV. PROPERTY
The title to all property, funds, and assets of the branch 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 AAUW except that such property shall not be used for any purposes contrary to those of AAUW.
In the event of the dissolution of the branch, all assets of the branch shall be transferred and delivered to an AAUW entity.
ARTICLE XV. FORFEITURE OF BRANCH STATUS
Section 1. Loss of Recognition. The conditions for loss of recognition of a branch are located in Article XI, Section 3, of the AAUW Bylaws.
Section 2. Discontinuance of a Branch. In the event a branch is unable to continue to function, the branch president shall notify the AAUW FL President and the AAUW FL Director for Membership. The state president shall notify AAUW which shall have the 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 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
An officer of Stuart Area Branch of 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 unless:
a. The officer breached or failed to perform the duties as an officer; and
b. The officer’s breach or failure to perform the duties constitutes:
(1) A violation of the criminal law unless the officer 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 in any criminal proceedings for violation of the criminal law prevents that officer from contesting the fact
that the breach, or failure to perform, constitutes a violation of the criminal law, but does not prevent the officer 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 derived an improper personal benefit, either directly or indirectly.
(3) Recklessness or an act or omission which was committed in bad faith or with a malicious purpose or in a 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 it should have been known to the officer; and b) known to the officer, or so obvious that it should have been known, to be so great as to make it highly probable that harm would follow such action or omission.
“Officer” means a person who serves as an officer of the governing board 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 Bylaws of AAUW or AAUW FL Bylaws may be amended by a two-thirds (2/3) vote of those present and voting at any regular meeting of the branch provided notice of the proposed amendments shall have been given at a previous regular meeting or in writing to every member at least two weeks in advance of the meeting. Amendments required by AAUW or AAUW FL to bring branch bylaws into conformity shall not require a vote of the branch members.
Amended: 2009