BYLAWS OF THE AMERICAN ASSOCIATION OF
UNIVERSITY WOMEN, AMADOR COUNTY BRANCH

ARTICLE I. NAME AND GOVERNANCE
Section 1. Name. 
The name of the organization shall be the American Association of University Women (AAUW) Amador County, hereinafter known as the “Affiliate.”

Section 2. Affiliate. 
AAUW Amador County 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.  a.
Individual Members.

1. 1. 1. 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 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.

      (Note: Information in blue below indicates changes based on alternate committee structure rather than a traditional board structure.)

      ARTICLE VIII. NOMINATIONS AND ELECTIONS
      Section 1. Nominations
      a. There shall be a nominating committee of one to three members, appointed by the Administrative Chair.
      b. The term of service on the nominating committee shall be for one year for a maximum of three consecutive terms.
      c. The nominating committee chair shall be the most recent administrative chair or other member of the Leadership Committee, elected by that committee. The Leadership Committee shall appoint the remaining members of the committee.
      d. The names of the nominees for elected office shall be published at least 30 days prior to the election.
      e. Nominations may be made from the floor with the consent of the nominee.

   2. Section 2. Elections
      a. Elections shall be held at the annual branch meeting.
      b. Elections shall be by secret ballot unless there is only one nominee for a given office, in which case the election may be by a voice vote. The election shall be by a majority vote of those present and 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 IX.
      d. The election format may be changed by the Leadership Committee to conform to changing state laws.ARTICLE IX. LEADERSHIP COMMITTEE
      Section 1. Composition.
      a. The Leadership Committee shall include the Administrative Chair, Finance Chair, Membership Chair, Programs Chair and Communications Chair as well as the appointed committee chairs. Additional appointed committee chairs may include Funds, Public Policy, International Interests, Educational Equity, Community Representative, Bylaws, Publicity, and others as deemed necessary to carry on the work of the branch. They shall be appointed by the Administrative Chair with the consent of the Leadership Committee.
      b. Elected chairs shall serve for a term of one year or until their successors have been elected or appointed and assume office. Term of office shall begin on July 1. The incoming Administrative Chair may call a meeting of the incoming officers prior to July 1.
      c. No Chair shall hold more than one office at a time, and no elected Chair shall be eligible to serve more than two consecutive terms in the same office except for the Administrative and Finance Chairs who are eligible to serve for three consecutive terms.
      d. A vacancy in office, shall be filled for the un-expired term by a member of the Leadership Committee
      e. Each office may be filled by a chair or co-chairs.
      f. All committee chairs shall be voting members of the Leadership Committee If a chair is not able to attend a meeting, then her/his representative may vote or the chair may attend electronically instead.Section 2. Administrative Responsibilities.
      The Committee 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 and the state. It shall act for the branch between membership meetings. The board shall have fiscal responsibility as outlined in Article XII, Financial Administration, Section 2.Section 3. Meetings.
      Meetings of the Leadership Committee shall be held a minimum of six times a year at a time and place agreed upon by that committee.Section 4. Special Meetings.
      Special meetings may be called by the Administrative Chair or shall be called upon written request of four members of the Leadership Committee, provided that at least seven days notice of such meeting and its agenda have been given to the members of that committee.Section 5. Quorum.
      The quorum for a meeting of the leadership committee shall be a majority of the elected positions (3 of the following 5): The Administrative Chair and a representative from Finance, Programs, Communications and Membership. Co-chairs shall be considered as one voting member. If a member cannot attend except through electronic means that may be counted for quorum purposes.

      Section 6. Voting Between Meetings.
      Between meetings of the Leadership Committee, a written, conference call, or electronic vote of the board may be taken at the request of the Administrative Chair on any question submitted in writing provided that every voting member of the Leadership Committee 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 a Committee meeting. The result of the vote shall be in the minutes of the next meeting.

      Section 7. Removal from Position.
      A member of the Leadership Committee may be removed for any reason by a two-thirds vote of the Leadership Committee in accordance with policies and procedures adopted by AAUW.

      ARTICLE X: LEADERSHIP COMMITTEE CHAIRS
      Section 1. Committee Chairs
      a. No chair shall hold more than one position at a time, and no chair shall be eligible to serve more than two consecutive terms in the same position except for the Administrative and Finance Chairs who are eligible to serve for three consecutive terms.
      b. Chairs shall serve for at least a term of one year or until successors have been appointed. Terms shall begin on July 1. The incoming Administrative Chair may call a meeting of the incoming Committee prior to July 1.
      c. A vacancy on the Leadership Committee, shall be filled for the un-expired term by another member of the Leadership Committee until a replacement can be found.
      d. Each position may be filled by a chair or co-chairs.
      e. All committee chairs shall be voting members of the Leadership Committee. If a chair is not able to attend a meeting, then her/his representative may vote or the chair may attend electronically instead.

      Section 2. Duties
      a. Chairs shall perform the duties prescribed by these bylaws, by the rules of policies and procedures adopted by the Leadership Committee, and by the current edition of Robert’s Rules of Order Newly Revised.
      b. The Administrative Chair shall be the official spokesperson and representative for the branch and shall be responsible for submitting such reports and forms as required by AAUW and the state. She will also be responsible for distributing and keeping a record of all minutes and events if a Secretary is not a part of the Leadership Committee.
      c. The individual committee chairs shall perform such duties as the Administrative Chair and the Leadership Committee shall direct and as specified in branch policies and job descriptions.
      d. The Finance Chair shall be responsible for collecting, distributing and accounting for the funds of the branch and for meeting specific deadlines.
      e. All chairs shall submit annual reports to the Administrative Chair.

      ARTICLE XI. COMMITTEES
      Section 1. Establishing Committees.
      The Administrative Chair may establish standing and special committees as needed with consent of the Leadership Committee.

      Section 2. Purpose.
      With the approval of the leadership committee, each standing and special committee shall formulate programs and activities to carry out the mission of AAUW.

      ARTICLE XII. FINANCIAL ADMINISTRATION
      Section 1. Fiscal Year.
      The fiscal year shall correspond with that of the AAUW: July 1 through June 30.

      Section 2. Financial Policies. The Leadership Committee 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 reviewed by the Leadership Committee, published in the branch newsletter, and adopted by the membership no later than September.

      Section 4. Insurance
      a. The branch is required to participate in the state insurance programs in order to participate in state sponsored activities and projects. The branch must comply with all risk management requirements, state program directives and all other requirements as outlined in state policy and procedures.
      b. The branch must obtain separate insurance coverage for activities and projects not covered under the state insurance coverage.

      ARTICLE XIII. MEETINGS
      Section 1. Annual Meeting.
      The branch shall hold an annual meeting to conduct the business of the branch, including but not limited to, reviewing the budget, electing the Leadership Committee, establishing dues, amending bylaws and receiving reports and giving directions to that Committee. This meeting shall be held between the months of April and June. The exact date, time, and place shall be determined by the Leadership Committee.

      Section 2. Membership Meetings.
      The branch shall hold at least five general membership meetings during the fiscal year. The branch board shall determine the time and place for these meetings.

      Section 3. Special Meetings.
      Special meetings may be called by the Administrative Chair or shall be called by the Chair at the written request of 25 percent of the members of the Leadership Committee or 10 percent of the branch membership.

      Section 4. Meetings Notice.
      Notice of meetings shall be sent to all members of the branch at least 10 days prior to the meetings.

      Section 5. Voting.
      Voting members entitled to vote at any meeting of members or by ballot shall be all those voting members in good standing as of the date of the meeting.

      Section 6. Quorum. The quorum shall be 15 percent of the branch membership.

      ARTICLE XIV. AMENDMENTS TO THE BYLAWS
      Section 1. Mandated Amendments. Amendments required by AAUW or the state to bring branch bylaws into conformity shall not require a vote of the branch members.

      Section 2. Branch Vote. Provisions of these bylaws not governed by AAUW and state bylaws may be amended by a two-thirds vote of those present and voting at a general membership meeting provided written notice shall have been given to every member at least 30 days prior to the meeting.

      Amended by branch vote June 11, 2014
      Mandatory Amendments made February 17. 2016
      Amended April 28, 2022
      Approved April 28,2022