BYLAWS of the
AMERICAN ASSOCIATION OF UNIVERSITY WOMEN SAINT LOUIS BRANCH
ARTICLE I. NAME AND GOVERNANCE
Section 1. Name.
The name of the organization shall be the American Association of University Women (AAUW) Saint Louis Branch, hereinafter known as the “Affiliate.”
Section 2. Affiliate.
AAUW Saint Louis Branch is an Affiliate of AAUW as defined in Article V.
Section 3. Legal Compliance.
The Affiliate shall comply with the requirements of AAUW and federal, state, and local law. The bylaws of the Affiliate 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 Affiliate is to further AAUW purposes and policies.
Section 2. Policies and Programs.
In keeping with this purpose, the Affiliate 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 programs 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 programs.
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 AAUW member to speak an opinion in the member’s own name.
ARTICLE IV. MEMBERSHIP AND DUES
Section 1. Composition.
The members of AAUW at present consist of members (“Individual Members”) and college/university members (“College/University Members”).
Section 2. Basis of Membership.
(1) Eligibility. An individual holding an associate’s (or equivalent, e.g., 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 Higher 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 AAUW 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 in AAUW 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 higher education institution upon which original qualification for membership was based.
(4) Life Membership.
(a) Paid. An Individual Member may become a life member (a “Life Member”) upon a one-time payment of twenty years’ annual AAUW dues, based on the amount of annual AAUW dues the year the Member elects to become a Life Member. Thereafter, the Life Member shall be exempt from the payment of AAUW national dues.
(b) Fifty-Year Honorary. An Individual Member who has paid AAUW dues for fifty years shall become a Life Member and shall thereafter be exempt from the payment of AAUW national dues.
b. 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.
a. 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.
b. 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.
a. Purpose. Affiliates shall promote the purposes, programs, and policies of AAUW.
b. Bylaws. Affiliates shall develop bylaws as meet their needs. However, any such bylaws shall not conflict with AAUW Bylaws or with applicable law.
c. 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.
a. The AAUW affiliation status of an Affiliate may be revoked for cause through affiliation review procedures specified by the AAUW Board of Directors.
b. 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 Affiliate 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. AMENDMENTS TO THE BYLAWS
Section 1. AAUW-Mandated Amendments.
AAUW-mandated Amendments shall be implemented by the Affiliate’s board of directors without a vote of the Affiliate’s membership and as prescribed by the AAUW Board of Directors.
Section 2: Affiliate Amendments.
Provisions of the Affiliate bylaws, not mandated by AAUW, may be amended by a two-thirds vote of members voting after a quorum is attained. Proposed bylaw amendments shall be sent to the entire membership at least 14 days prior to the applicable meeting. Prior to being voted on, all proposed amendments to the Affiliate bylaws shall be sent to the state governance chair for approval before the call for the Affiliate vote.
ARTICLE VIII. AFFILIATE NOMINATIONS AND ELECTIONS
Section 1. Nominations
a. There shall be a nominating committee of three members elected by the Affiliate’s Board of Directors at least two months prior to the annual election.
b. The list of nominees will be presented in writing to each member at least two weeks before the election.
c. Nominations may be made from the floor at the time of the election, provided written consent of the nominee has been obtained.
Section 2. Elections
a. Elections shall be held at the annual Affiliate meeting.
b. 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.
c. Mail ballots or electronic voting may be used for elections, provided the number of members voting meets the quorum stated for meetings in Article XIII. Section 4.
ARTICLE IX. AFFILIATE OFFICERS
Section 1. Officers
a. The elected officers of the Affiliate will be president and finance officer, fulfilling the functions of administration and finance. The Affiliate will provide AAUW with contact information for administration and finance.
b. There shall be three appointed directors at large. They shall be appointed by the president and ratified by the Affiliate.
c. Officers and directors shall serve for a term of two years or until their successors have been elected or appointed and assume office. The term of each officer shall begin on July 1.
d. No member shall be eligible to serve more than four consecutive terms in the same office.
e. The president shall be elected in odd years. The finance officer shall be elected in even years.
f. The incoming president may call a meeting of the incoming officers prior to July 1.
g. A vacancy in office shall be filled for the unexpired term by the Affiliate Board of Directors.
Section 2. Duties
a. The president shall be the official spokesperson and representative for the Affiliate and shall be responsible for maintaining the records of the Affiliate and submitting such reports and forms as required by AAUW and the state.
b. The finance officer shall be responsible for collecting, distributing, and accounting for the funds of the Affiliate and for meeting specific deadlines.
c. The elected officers and directors at large shall facilitate and promote the purpose and mission of AAUW in the Affiliate.
ARTICLE X. AFFILIATE BOARD OF DIRECTORS
Section 1. Composition.
The Affiliate Board of Directors shall be composed of the elected officers and the appointed directors at large. This Affiliate must have three directors and a minimum of two separate officers, one responsible for the management of the Affiliate and one responsible for the financial affairs. In addition, the Affiliate shall designate a member other than the contacts for administration and finance to record and make available upon request the minutes of each noticed meeting.
Section 2. Administrative Responsibilities.
The Affiliate Board of Directors shall have the power to administer the affairs of the Affiliate and to carry out its programs and its policies, and shall accept responsibilities delegated by AAUW and the state. It shall act for the Affiliate between membership meetings. The Affiliate board shall have fiscal responsibility as outlined in Article XII. Financial Administration. The Affiliate Board shall have the power to create special committees and task forces as deemed necessary and to participate in the Metro St. Louis Interbranch Council and shall perform such other duties as are specified by these bylaws.
Section 3. Meetings.
Meetings of the Affiliate Board shall be held at least two times a year.
Section 4. Special Meetings.
Special meetings may be called by the president or shall be called upon request of two members of the Affiliate Board provided that at least 5 days notice of such meeting and its agenda have been given to the members of the board.
Section 5. Quorum.
The quorum of the Affiliate Board shall be a majority of its members. Co-officers shall be considered as one voting member of the board.
Section 6. Voting Between Meetings.
Between meetings of the Affiliate Board of Directors, a written or electronic vote of the Affiliate board may be taken at the request of the president on any question submitted to the Affiliate board in writing, provided that every member of the Affiliate 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 an Affiliate board meeting. The result of the vote shall be in the minutes of the next Affiliate board meeting.
Section 7. Removal From Office.
a, An officer elected by members may be removed by the members only at a meeting called for the purpose of removing the officer and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the officer.
b. In the event of nonperformance of the duties of an appointed director at large or a committee chair, the president, with majority vote of the board, may request the resignation of that individual.
ARTICLE XI. AFFILIATE 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 XII. AFFILIATE FINANCIAL ADMINISTRATION
Section 1. Fiscal Year.
The fiscal year shall correspond with that of AAUW and shall begin on July 1.
Section 2. Financial Policies.
The Affiliate 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 annual budget shall be adopted by the Affiliate Board of Directors for the presentation at the annual meeting.
ARTICLE XIII. AFFILIATE MEETINGS OF THE MEMBERSHIP
Section 1. Annual Meeting.
The Affiliate shall hold an annual meeting to conduct the business of the Affiliate, including but not limited to, electing officers, establishing dues, amending bylaws and receiving reports. This meeting shall be held in April or in May.
Section 2. Membership Meetings.
There shall be at least two meetings each year. The Affiliate board shall determine the time and place for these meetings.
Section 3. Recording of Minutes.
At each meeting a secretary shall be appointed by the president to record and keep minutes.
Section 4. Quorum.
The quorum shall be twenty percent of the Affiliate members.
ARTICLE XIV, ELECTRONIC MEETINGS
Any meeting of the membership, board, executive committee, committees, task forces or other AAUW St. Louis Branch groups may be conducted in whole or part by electronic means as long as all persons participating, whether in person or electronically, may hear each other and communicate in real time. Participation in an electronic meeting constitutes attendance and any official actions shall be recorded in minutes.
Rationale: Currently our bylaws do not contain a provision for meetings to be held electronically. This article authorizes the ability to hold all meetings electronically. The newly published 2020 12th edition of Robert’s Rules of Order states that electronic meetings must be authorized in the bylaws.
ARTICLE XV. INDEMNIFICATION
According to the Revised Statutes of Missouri, 2016, Chapter 537.117, “Any officer or members of the governing body of an entity which operates under the standards of Section 501(c) of the Internal Revenue Code of 1986, who is not compensated for his services on a salary or prorated equivalent basis, shall be immune from personal liability for any civil damages arising from acts performed in his official capacity. The immunity shall extend only to such actions for which the person would not otherwise be liable, but for his affiliations with such an entity. This immunity shall not apply to intentional conduct, wanton or willful conduct, or willful conduct, or gross negligence. Nothing herein shall be construed to create or abolish an immunity in favor of the entity itself.”
Date last amended: 1991-1993, April 1993, October 2009, April 2012, February 2013, October 2013,
May 2016, December 2016.
AAUW Saint Louis Branch Policies
- The current annual branch dues are $12 per member.
- The current annual branch student affiliate and graduate dues are $6 per member.
- A current paid member of an Affiliate may transfer membership to the Saint Louis Branch without payment of additional branch dues.
- Fifty-Year Honorary Members are exempt from the payment of Saint Louis Branch dues.
Revised: July 2020