American Association of University Women

Seattle Branch

AMERICAN ASSOCIATION OF UNIVERSITY WOMEN

BYLAWS OF THE SEATTLE, WASHINGTON BRANCH, INC.  

ARTICLE I – NAME

The name of this organization shall be the Seattle , Washington 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.

ARTICLE III – PURPOSE

The purpose of this branch shall be to unite graduates of regionally accredited education institutions in order to promote equity for women, education and self-development over the life span and positive societal change.  The branch shall participate in the development of the policies and program of the Association, contribute to its growth and advancement and cooperate in its state and regional work.  The branch shall implement this program through its support of the AAUW Educational Foundation and the Legal Advocacy Fund through study, action, and public policy advocacy in areas related to its purposes, including community, cultural interests, education and international relations.

As a member of the area Interbranch Council, this branch may join with other council branches to speak with one voice on issues of this area by participation in the council.

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 that  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 one year or expulsion from membership; OR

b.      loss of recognition of a branch

ARTICLE V – MEMBERSHIP

Section 1.  Eligibility

a.       Association Members.  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 U.S.A. who have paid dues (Association + state +branch dues) on or before July 1 annually.

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 the branch. 

The branch member shall be entitled to vote, hold office, and participate in all branch activities and programs.

Section 2.  Life Members.

a.       Paid Life Members:  Any member of the Association may become a life member of the Association upon a one-time payment of twenty (20) 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.  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 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 subscriptions to publications 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 AAUW treasurer for a subscription to the Association publication distributed to all members.  State dues shall be submitted to the state 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 the state and branch Boards 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 associate members subscriptions to the Association publication distributed to all members, to the AAUW finance vice president and all state dues to the state treasurer  Dues shall be postmarked no later than August 10.

b.      New Members.  Dues of new members may be paid at any time and shall be forwarded to the AAUW treasurer immediately.  Dues received by the branch treasurer between December 1 and March 1 shall be one-half the annual dues.

Section 4.  Finances.

a.       The annual budget shall be adopted by the Board of Directors for presentation at the annual meeting.

b.      The branch shall provide for such an audit and control of its funds as are necessary for their safekeeping and complete accounting consistent with generally accepted accounting principles and Federal, state, and local laws.  Three persons familiar with AAUW records and possessing knowledge of accounting procedures shall be appointed by the president to audit branch financial records.  No indebtedness in excess of $1,000.00 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 of the members at a regular meeting of the branch 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.

1. There shall be officers to fulfill the functions of administration, program, membership, public policy, finance, Educational Foundation, and communications.
2. Elected Officers.  There shall be a president, vice presidents of membership program, interest groups, finance, and secretary.  Co-officers may be elected for any or all of these positions.  The offices of president and secretary may not be held at the same time by the same individual.
3. Appointed Officers.  There shall be appointed officers for public policy, Educational Foundation, Legal Advocacy Fund, and such other officers as shall be deemed necessary to carry on the work of the branch.  These shall be appointed by the president with the consensus of the Board of Directors or by the Board of Directors.

 Section 2.  Duties.

1. President.   The president, or official representative, shall represent the branch in activities of the Association.  The president shall be responsible for submitting such reports and forms as required by the Association and state.
2. Vice Presidents.  The vice-presidents of membership, programs and interest groups shall perform such duties as the president and board shall direct.
3. Secretary.  The recording secretary shall keep minutes of the meetings of the membership and of the board and shall perform such other duties as the president and the board shall direct.
4. Finance Vice President.   The finance vice president shall perform the duties usually pertaining to that office, shall serve as chief financial officer for the branch, and shall:

1)      Serve as the treasurer of the branch, the AAUW Educational Foundation, and the AAUW Legal Advocacy Fund, maintaining separate ledgers for each;

2)      Serve as chair of the finance committee;

3)      Be the custodian of deeds, business papers, and the bonds and other securities belonging to the branch;

4)      Be responsible for collecting, distributing and accounting for the funds of the branch, including collecting dues and properly remitting them to the Association and state by the specified deadline;

5)      With the approval of the board of directors, make special arrangements with a recognized financial institution or institutions regarding investment of branch funds in securities and their safekeeping.

Section 3.  Vacancies.

A vacancy in office, excluding the president or co-presidents, shall be filled for the unexpired term by the board of directors.  A vacancy in the office of the president or co-presidents shall be filled by the vice presidents in the order listed.

Section 4.  Tenure.

1. 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 take office.
2. No member shall be eligible to serve more than two consecutive terms in the same office.

Section 5.  Nominations and Elections.

1. Nominating Committee.  A nominating committee of at least three with a maximum of five members shall be elected by the board of directors (or branch members or a combination of both) at least three months prior to the annual meeting.  The report of the nominating committee shall be presented to members at least two weeks before the election.  Nominations may be made from the floor at the time of the election provided consent of the nominee has been obtained.
2. Election.

                     i.            Elections shall be by secret ballot except that if there is only one nominee for an office, it shall be by voice vote.

                   ii.            A majority vote of those present shall constitute an election.

                  iii.            Nominations shall be presented to members and published in the branch newsletter at least one month before the election.

                 iv.            Nominations may be made from the floor at the time of the election provided consent of the nominee has been obtained.

                   v.            All elections shall be held at the annual meeting.

Section 6.  Termination, Removal or Suspension.

The board may, upon showing of good cause, terminate, remove, or suspend any officer upon a majority vote of the board.  The officer shall be provided an opportunity to be heard by the board.

ARTICLE VIII.  BOARD OF DIRECTORS

Section 1.  Board of Directors.

1. Membership.  The board of directors shall be composed of the elected and appointed officers.  All officers shall be Association members.
2. Duties.  The board of directors shall manage and supervise the business affairs and activities of the branch, subject to the instructions of the annual meeting.  It shall select delegates to state and Association conventions.  It shall accept responsibility for such matters as the Association and the state board delegate to it.  It shall have the power to perform such others duties as are specified by these bylaws or as are permissible under the laws of the State of Washington .
3. Meetings.  Meetings of the board shall be held at least ten (10) times a year.  Special meetings may be called by the president or upon the written request of four (4) members of the board.

Section 2.  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.

Section 3.  Voting.

Only elected officers and elected or appointed officers of standing committees shall have voting rights on board matters.  Where there are co-officers in any one office, only one shall vote.  All members retain their right to vote on matters raised at the branch level. 

Section 4.  Quorum.

The quorum of a board meeting shall be a majority of its voting members.

 Section 5.  Committees.

a.       Standing committees.  The following committees shall be considered standing committees:  Nominating Committee, Finance Committee, Educational Foundation, Legal Advocacy Fund, Communications, Bylaws, and Public Policy.  The committees shall be represented on the board by their respective chairs, except by the finance committee, which shall be represented by the vice president of finance.

Standing committees shall be appointed by the president with the consent of the board or by a two-thirds majority of the board.

b.      Special committees.  The president may, with the consent of the board, appoint special committees at any time.  Special committees shall not have voting rights on board matters.

ARTICLE IX.  MEETINGS

Section 1.  Meetings.

a.       Branch Meetings.  There shall be at least nine (9) meetings of branch members each year.

b.      Annual Meeting.  An annual meeting of the branch shall be held between March and early June, the exact time and place to be determined by the board.  The annual meetings shall elect officers, fix the dues, amend the by-laws, if necessary, receive reports of officers, committees and task forces, and for such other business as may properly arise.

c.       Quorum.  15% of the members of the branch shall constitute a quorum.

ARTICLE X.  PROPERTY

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 the 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 XI.  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 a 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 by-laws of the state.

Section 2.  Voting Rights.

The privilege of voting shall be suspended for any branch whose by-laws are not in compliance with the AAUW Charter and Bylaws.

ARTICLE XII.  INTERNATIONAL FEDERATION

OF UNIVERSITY WOMEN

Section 1.  Membership.

The Association shall be a constituent dues-paying member of the International Federation of University Women and as such, all who qualify shall be IFUW members.

Section 2.  Reciprocity.

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 U.S.A., may attend branch meetings without a vote.

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:

1.      violation of Use of Name Policy (see Article IV)

2.      refusal to admit an eligible graduate to branch membership (see Article V, Section 1, a.)

3.      has had fewer than 15 members for 12 consecutive months

4.      has not forwarded the required dues to the AAUW finance vice president for a period of two years

5.      has violated the purpose of the Association or the provisions of its by-laws

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

7.      has 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 the state in which the branch is located, or 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 Association boards of directors shall review the branch status.

Section 2.  Discontinuance of a Branch.

A branch shall be discontinued only in accordance the following procedure:  In the event that a branch shall be unable to continue its function, the branch president shall notify the state president, the state membership vice president, 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 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 consistent with these bylaws.

ARTICLE XV.  INDEMNIFICATION

Every member of the Seattle branch board of directors, officer, or employee of the American Association of University Women may be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the board, officer, or employee in connection with any threatened, pending or completed action, suit, or proceeding to which she/he may become involved by reason of her/his being or having been a member of the board, officer or employee of the Corporation, or an settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties.  In the event of a settlement, the indemnification herein shall apply only when the board of directors approves such settlement and reimbursement as being in the best interest of the Corporation.  The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which the member of the board, officer, or employee is entitled.  State law takes precedence as applicable.

ARTICLE XVI.  AMENDMENTS TO THE BYLAWS

Provisions of these bylaws not governed by the Charter and Bylaws of the Association 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 amendment 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 articles of incorporation.

Amended – March 21, 1998

                    December 13, 2005