Bylaws

Article I.  Name

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The name of this organization shall be the American Association of University Women, San Fernando Valley, California Branch, hereinafter called the branch.

Article II.  Government

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The Charter and Bylaws of the American Association of University Women, hereinafter called 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

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The purpose of this branch shall be to unite graduates of regionally accredited educational institutions in order to promote equity, education, intellectual growth, individual worth, and development of opportunities for women and girls.

The branch shall:

A.  Contribute to the growth and advancement of the Association, the AAUW Educational Foundation, and the AAUW Legal Advocacy Fund;

B.  Participate in development and promotion of AAUW policies and program through study, action and public policy advocacy in areas related to its purpose, including community, cultural interests, education and international relations;      

C.  Support branch needs and promote positive societal change in the community;

D.  Cooperate in AAUW state and regional work;

E.  As a member of the Los Angeles County Interbranch Council (LACIC), join with other council branches to speak with one voice on issues pertaining to this county in accordance with rules established for taking united action.

Article IV.  Use of name

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Section l.  The policies and program of the Association and the state shall be binding on all members and branches, and no member or branch 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 which may be taken by a member or branch 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.  A loss of recognition of a branch.

Article V.  Membership

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Section l.  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 regionally accredited universities of the U.S.A.,  and 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 a branch.  The branch member shall be entitled to vote, hold office and participate in all branch activities and programs and receive the publications distributed to all members.

Section 2.  Paid life members of the Association, as defined in Association Charter and Bylaws, Article IV, Section 3a(5)(a), who are branch members are required to pay annual state and branch dues.

 Section 3.  Any branch member who has paid Association dues for fifty (50) years shall become a Fifty Year Honor Life Member, and shall thereafter be exempt from payment of Association, state and branch dues.

Section 4.  An undergraduate student enrolled in a qualified educational institution shall be eligible for student affiliation with the branch upon payment of fees established by the Association, state and branch boards of directors.  Student affiliates may attend branch, state and Association meetings and receive the publications distributed to all members.  Affiliates may not vote nor hold office.

Section 5.  A member whose dues remain unpaid after July 31 shall be dropped from membership.

Article VI.  Financial Administration

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Section l.  The fiscal year shall correspond with that of the Association and shall begin on July 1.

Section 2.  Each member shall pay Association, state and branch dues and will receive all three publications.  The  branch dues shall be fixed by a two-thirds vote of those present and voting at a branch meeting upon recommendation of the branch board of directors, provided written notice has been given to all the members two weeks prior to the meeting.

Section 3.  Dues are payable on or before July 1.  After notification of nonpayment, a member still in arrears after July 31 shall be dropped.

Section 4.  Payment of additional dues shall be waived for a transferring member whose current dues have been paid to another branch.

Section 5.  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 vote.

Section 6.  Dues of new members may be paid at any time.  The Association portion of dues paid by new members between January 1 and March 15 shall be one half the annual Association dues.  Branch dues shall be prorated in the same manner.  State dues are not prorated.

Section 7.  The finance committee shall submit the proposed annual budget at the September board meeting for approval before the board submits it to the membership at the September general meeting.

 Section 8.  The branch shall set and maintain policies and procedures to control financial records consistent with generally accepted accounting principles and federal, state, and local laws.

Section 9.  No indebtedness in excess of three hundred dollars ($300.00) over that provided for in the budget shall be incurred by the branch except by a recommendation of the board of directors and a majority vote at a general meeting of the branch.

Section 10.  Insurance

a.  The branch is required to participate in the state insurance programs to be in good standing with recognition and voting privileges at the state convention and 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 AAUW California policy and procedures.

b.  The branch must obtain separate insurance coverage for activities and projects not covered under the state insurance coverage.

 

Article VII.  Officers

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Section l.  There shall be officers to fulfill the functions of administration, program, membership, public policy, finance, Educational Foundation, and communications.

Section 2.  The elected officers shall be a president or official representative; a president-elect; vice-presidents for program, membership, and Educational Foundation, Legal Advocacy Fund, a treasurer; and a secretary.  These offices may be shared by more than one person.

      No member shall be eligible to hold an elected office unless she/he has been a member of this branch at least one full fiscal year.  All the elected officers except the secretary shall have been previous members of the board of directors.

Section 3.  The appointed officers shall be an historian, parliamentarian, public policy chair, communications chair, finance chair, membership treasurer, EF/LAF treasurer, corresponding secretary and such other officers as shall be deemed necessary to carry on the work of the branch.  These officers shall be appointed by the president with the approval of the executive committee.

Section 4.  All officers shall take office on July 1.  All officers shall serve for a term of one year or until their successors are elected and assume office.

Section 5.  No member shall be eligible to serve more than two consecutive terms in the same office.

Section 6.  The incoming president may call a meeting of the incoming officers prior to July 1.

Section 7.  A vacancy in office, except that of president and president-elect, shall be filled for the unexpired term by appointment by the president with the approval of the board of directors.

      A vacancy in the office of president shall be filled for the unexpired term by the president-elect or, if there is no president-elect, by the vice-presidents in the order listed:  program, membership, Educational Foundation.

      In the case of a vacancy in the office of president-elect, the nominating committee shall present a candidate for election as soon as possible.

Article VIII.  Duties of Officers

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Section l..  Officers shall perform the duties prescribed by these bylaws, branch policies, and procedures and by the current edition of Robert’s Rules of Order, Newly Revised.

Section 2.  The president shall:

      a.  Be the official representative of the branch in the activities of the Association.

      b.  Be responsible for submitting such reports and forms as required by the Association and state;

      c.  Be responsible for signing all contracts and other legal documents;

      d.  Be responsible for the branch enrolling in the state insurance programs so that the branch will be in good standing each year with recognition and voting privileges at the state convention.

Section 3.  The president-elect shall:

      a.  Perform the duties of the president in the absence or disability of the president;

      b.  Succeed the president at the next regular election of officers;

      c.  Perform such other duties as the president and board shall direct.

Section 4.  The vice-presidents shall:

      a.  Perform the duties of the president in the absence of the president and president-elect in the following order:  program vice-president, membership vice-president, and Educational Foundation vice-president;

      b.  Serve as chairs of their respective committees;

      c.  Perform such other duties as the president and board shall direct.

Section 5.  The treasurer shall:

      a.  Be responsible for collecting, distributing, and accounting for the funds of the branch;

      b.  Collect dues and properly remit them to the Association and state by the specified deadlines;

      c.  Supervise the membership treasurer and the Educational Foundation/Legal Advocacy Fund  treasurer.

      d.  Shall send monies for the Educational Foundation and the Legal Advocacy Fund by the specified deadlines and shall keep separate ledgers for each type of account.

Section 6.  The secretary shall:

      a.  Record and keep minutes of the meetings of the branch, board of directors, and executive committee;

      b.  Perform such other duties as the president and board shall direct.

Article IX.  Nominations

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Section 1.  A nominating committee of five members shall be elected in September.  The board shall elect two members and one alternate from the current board.  The board member receiving the highest number of votes shall serve as chair of the nominating committee.  The general membership shall elect three members and two alternates who have been members of the branch for at least two full fiscal years and shall not be current board members.

Section 2.  Committee members shall serve for one year and are ineligible to serve again for two years.

Article X.  Elections

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Section 1.  The names of the nominees shall be published and sent to every member in the Valley Link at least 15 days before the election.

Section 2.  Nominations may be made from the floor at the election meeting with the consent of the nominee.

Section 3.  All elections shall be held at the annual meeting.

Section 4.  Elections shall be by secret ballot unless there is only one nominee for a given office, when a voice vote may be taken.  Election shall be by a majority vote of those present and voting.

Section 5.  When there are two or more candidates for any office and no candidate receives a majority, a second vote shall be taken and the candidate receiving the highest number of votes cast shall be elected.

Article XI.  Board of Directors

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Section l.  The board of directors shall be composed of the elected and appointed officers, chairs of the standing committees,  and such others as deemed necessary.

Section 2.  The board shall have the general power to administer the affairs of the branch, including but not limited to establishing policies and procedures to control financial records.  It shall accept responsibility delegated by the Association and state.

Section 3.  Meetings of the board shall be held at least five times a year, and at such other times as action requires.  The president may call special meetings and shall call a special meeting at the request of three members of the board of directors or six members of the branch.

Section 4.  No person shall serve on the board of directors in any capacity for more than eight consecutive years.

Section 5.  A quorum for a meeting of the board of directors shall be a majority of its members.

Article XII.  Executive Committee

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Section l.  The executive committee shall be composed of the elected officers of the branch.

Section 2.  The executive committee shall have emergency power to act for the board of directors between meetings of the board, report all action at the next meeting of the board of directors, and perform such other duties as the board may deem necessary.

Section 3.  Meetings of the executive committee shall be held on the call of the president or at the written request of three of its members.

Section 4.  A majority of the members of the executive committee shall constitute a quorum.

Article XIII.  Meetings

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Section l.  There shall be at least five (5) general membership meetings each year.

Section 2.  A general membership meeting between March 1 and May 31 shall be designated the Annual Meeting, the exact date, time and place to be determined by the board.

Section 3.  The Annual Meeting shall be to conduct business including but not limited to hearing officers’ reports, electing officers and nominating committee,  and giving direction to the board.

Section 4.  The quorum shall be ten percent of the branch members.

Section 5.  A special meeting can be called by the president, by the board of directors or at the written request of ten members.

Article XIV.  Committees

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Section l.  Standing committees shall be program, membership, Educational Foundation, finance, public policy, Legal Advocacy Fund, bylaws, and communications.

Section 2.  Standing committees shall be appointed by the chair of the committee as specified by branch Policies and Procedures. 

Section 3.  Special committees may be appointed by the president with the consent of the board.

Article XV.  Conventions

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Delegates and alternates to the Association and state conventions, as described in Association and state bylaws, shall be elected by the branch and certified by the president.  If the delegation is incomplete after the branch vote, prior to convention the president shall have the right to complete the certification of convention delegates; at convention the chair of the delegation shall have this right. 

Article XVI.  Property

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Section l.  The title to 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 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.

Section 2.  In the event of the dissolution of the branch, all assets of the branch shall be transferred and delivered to an AAUW entity.

Article XVII.  Forfeiture of Branch Status

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Article XIII of the Association Charter and Bylaws contains the provisions and conditions under which a branch may be discontinued.

Article XVIII.  Parlimentary Authority

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The rules contained in the most current issue 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 not inconsistent with these bylaws or those of the state or Association.

Article XIX.  Indemnification

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

Article XX.  Amendments to the Bylaws

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Section l.  Provisions of these bylaws not governed by the Association Charter and Bylaws may be amended by a two-thirds vote of those present and voting at a general membership meeting provided that written notice shall have been given to every member at least two weeks prior to the meeting.

Section 2.  Prior to being voted on, proposed changes to the branch bylaws shall be sent to the state bylaws chair for approval.

Section 3.  Amendments required by the Association to bring branch bylaws into conformity shall not require a vote of the branch members.

                         Adopted May, 1964

                         Amended January, 1986   

                         Amended March, 1990

                         Amended November, 1992

                         Amended April, 1997

                         Amended February, 1999

                         Amended February, 2004

                         Mandatory Amendments October 11, 2004

                         Amended November, 2005

               

               

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Last updated 10/22/06.