ByLaws

BYLAWS OF THE AMERICAN ASSOCIATION OF
UNIVERSITY WOMEN OF HENDERSONVILLE, NORTH CAROLINA

ARTICLE I. NAME AND GOVERNANCE

Section 1. Name. The name of the organization shall be the American Association of University Women (AAUW) Hendersonville hereinafter known as the “Affiliate.”

Section 2. Affiliate. AAUW Hendersonville 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, 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. Individual Members.
    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.
      1. 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.
      2. 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.
  2. College/University Member. 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. 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. 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. Affiliates shall promote the purposes, programs, and policies of AAUW.
  2. Affiliates shall develop bylaws as meet their needs. However, any such bylaws shall not conflict with AAUW Bylaws or with applicable law.
  3. 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 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. AAUW-MANDATED AMENDMENTS TO THE BYLAWS

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. 

Article VIII. SPECIFIC AFFILIATE PROVISIONS

Section 1. Hendersonville Amendments to the Bylaws

  1. Provisions of these bylaws not governed by the AAUW Bylaws may be amended at a branch meeting by a two-thirds vote of those present and voting, provided written or electronic notice shall have been sent to the members at least fourteen (14) days prior to the meeting.

Section 2. Branches are Member Affiliates

  1. In compliance with Article I of the AAUW Bylaws, AAUW branches are now AAUW Affiliates. The term branch, in all articles to follow, therefore refers to us as an AAUW Affiliate.

Section 3. Dues

  1. Changes in branch dues shall be determined at the annual meeting by a two-thirds vote of those present and voting, provided written or electronic notice has been given to the members fourteen (14) days prior to the meeting.
  2. Paid life members of AAUW, as defined in the AAUW Bylaws, are required to pay branch dues to become members of the branch.
  3. Fifty-Year Honor. Fifty-year honorary members of AAUW are exempt from paying AAUW state and branch dues.
  4. New members may join at any time. Dues are payable upon joining. The national and state portion of the dues paid by the new member for less than a full year is determined by AAUW and state policy. The branch board of directors may set a reduction in branch
  5. Payment of additional dues shall be waived for a transferring member whose current dues have been paid in another branch.

ARTICLE  IX. NOMINATIONS AND ELECTIONS

Section 1. Nominations.

  1. There shall be a nominating committee of five (5) members, elected or appointed as follows: The chair shall be elected by the general membership. The remaining four (4) members shall be elected by the board of directors by the following procedure: nominating committee chair shall nominate four (4) members, two (2) from the board and two (2) from the general membership at the August board meeting.
  2. The nominating committee shall serve for two (2) years for a maximum of two (2) consecutive terms.
  3. The names of the nominees for elected office shall be published and sent to every member at least fourteen (14) days prior to the election at the annual meeting.
  4. Nominations may be made from the floor.

Section 2. Elections.

  1. Elections shall be held at the annual branch meeting in March.
  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. Elections shall be determined by a majority vote of those voting.

ARTICLE X. OFFICERS

Section 1. Officers.

  1. The elected officers for the branch shall be president or co-president, program development vice-president or co program vice president, membership vice-president or co membership vice president, operating funds treasurer, fund raising accounts manager, board secretary,  general meeting  secretary, chair of the nominating committee.
  2. The appointed officers shall be coordinator of interest groups, historian/archivist and
  3. No elected officer shall hold more than one office at a time, and no elected officer shall be eligible to serve more than two (2) consecutive terms in the same office.
  4. Officers shall serve for a term of two (2) years or until their successors have been elected or appointed and assume office. Term of office shall begin on July 1.
  5. All vacancies in an office shall be filled for the unexpired term by the board of directors with the exception of a vacancy in the office of president, which shall be filled by the program development vice-president. If the program development vice-president does not choose to serve, the nominating committee shall present a nominee for the office of president to the board. The nominee shall be elected by a majority vote by the board.
  6. Each office may be filled by an officer or co-officers.
  7. The following officers shall be elected in even years: president, vice-president for programs, operating fund treasurer, chair of the nominating committee. The following officers shall be elected in the odd years: vice-president for membership, secretaries, and fund raising account manager.

Section 2. Duties.

  1. Officers shall perform the duties prescribed by these bylaws, by the 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(s) shall be the official spokesperson and representative for the branch and shall be responsible for submitting such reports and forms as required by AAUW.
  3. The vice-presidents shall perform such duties as the president and board shall direct as specified in branch policies and job descriptions.
  4. The operating accounts manager and fund raising accounts manager shall be responsible for collecting, distributing and accounting for the funds of the branch and for meeting specific deadlines.
  5. The secretaries shall record and keep minutes of all board, general membership and special meetings.
  6. All officers and chairs shall submit annual reports to the president.

ARTICLE Xl. BOARD OF DIRECTORS

Section 1. Composition.
The board of directors shall include the elected officers and appointed officers plus association and branch chairs of Standing Committees.

Section 2. Administrative Responsibilities.
The board shall have the power to administer affairs of the branch and to carry out its programs and policies, and shall accept responsibilities delegated by AAUW. It shall act for the branch between meetings of the members. The board shall have fiscal responsibility as outlined in Article X Financial Administration.

Section 3. Meetings.
Meetings of the board shall be scheduled nine (9) times a year at a time and place agreed upon by the board. (Aug., Sept., Oct., Dec., Jan., Feb., Mar., Apr., and May)

Section 4. Special Meetings.
Special meetings may be called by the presidents or shall be called upon written  or electronic request of four (4) members of the board provided that at least ten (10) days’ notice of such meetings and its agenda have been given to the members of the board.

Section 5. Quorum. The quorum of the board shall consist of the elected officers present plus five (5) members.

Section 6. Voting Between Meetings. Between meetings of the branch board, a written 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 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 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.

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 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 presidents or by written or electronic request of three (3) of its members.

Section 4. Quorum.
The quorum of the executive committee shall be a majority of the elected officers.

Section 5. Voting Between Meetings.
A written vote, conference call or electronic vote may be taken at the request of the president on any question submitted to all voting members of the executive committee provided that every voting member of the executive committee shall have an opportunity to vote on the question submitted. If a majority shall vote on a question so submitted, the votes shall be counted and shall have the same effect as if cast at an executive committee meeting. The results shall be recorded in the minutes of the next executive meeting. 

ARTICLE XIII. COMMITTEES

Section 1. Establishing Committees. The president may establish standing and special committees as needed with the consent of 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 and shall begin on July 1.

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.

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, amending the bylaws and receiving reports. The meeting shall be scheduled during the month of March.

Section 2. Membership Meetings. The branch shall schedule at least six general meetings during the fiscal year (Sept., Oct., Nov., Feb., Mar., April), plus a May and December social event:.

Section 3. Special Meetings. Special meeting may be called by the board or by the written or electronic request of ten (10) of the branch members. Notice of date, time and business to be brought before the meeting shall be sent to the members at least ten (10) days in advance of the meeting. Only the business for which the notice was given shall be transacted.

Section 4. Meeting Notice. Notice of meetings shall be sent to all members of the branch at least ten (10) days prior to the meeting.

Section 5. Quorum. The quorum shall be fifteen (15) percent of the branch membership. 

ARTICLE XVI. INDEMNIFICATION

The following is taken from the North Carolina Ch. 55A. Nonprofit Corporation Act — 55A -28lA Limited Liability. (p.29)

  1. A person serving as director, trustee, or officer of a non-profit corporation shall be immune individually from civil liability for monetary damages, except to the extent covered by insurance, for any act or failure to act arising out of this service, except where the person:
  2. Is compensated for his services beyond reimbursement for expenses.
  3. Was not acting within the scope of his official duties.
  4. Was not acting in good faith.
  5. Committed gross negligence or willful or wanton misconduct that resulted in damage or
  6. Derived an improper personal financial benefit from the transaction.
  7. Incurred the liability for the operation of a motor vehicle.
  8. Is a defendant in an action brought under G.S. 55A -28.1 or G.S. 55A-28.2.
  9. The immunity in subsection (1) is personal to the directors, trustees, and officers, and does not immunize the corporation for liability for the acts or omissions of the directors, trustees, or officers.

 

Date last amended:
March 8, 2019
December 9, 2016
April 23, 2010
April 15, 2008
August 15, 2005
Previous by-laws and review dates are housed in the Branch archives.
These by-laws supersede any and all previously dated changes.