BYLAWS
OF AAUW ELMHURST AREA BRANCH, NFP
November 2, 2022
ARTICLE I. NAME AND GOVERNANCE
Section 1. Name. The name of the organization shall be AAUW Elmhurst Area Branch, NFP hereinafter known as the “Affiliate.”
Section 2. Affiliate. AAUW Elmhurst Area Branch, NFP 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 in accordance with policies and procedures established by the AAUW Board of Directors; others may do so only by obtaining 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 Member
(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 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, a Life Member shall be exempt from the payment of the 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, AAUW-Illinois, and Elmhurst Area Branch 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.
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. OTHER PROVISIONS
a. The Corporation will be nonpartisan and will not endorse or promote political candidates or parties, but rather seeks to advocate and pursue public policy priorities, and to develop and implement coordinated strategies which will allow all women and girls to have a fair chance.
b. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes described in section 501(c)(3).
c. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
d. Notwithstanding any other provision of this document, the Corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
e. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE IX. AFFILIATE MEMBERSHIP
Section 1. Categories of Membership
a. A National Member is an individual who pays annual AAUW dues and who may or may not belong to a branch, state, or multistate organization or comparable AAUW-affiliated entity. A National Member shall be entitled to vote and to serve on AAUW committees and the AAUW Board of Directors.
b. A Branch Member is a National Member who is also a member of one or more AAUW branches. A Branch Member shall be entitled to vote, hold office, and participate in all branch activities and programs of each branch where membership is maintained.
Section 2. Dues
a. The annual branch dues for Individual Members shall be established by the Board of Directors and set forth in the branch’s policies. Changes in dues will be determined at the Annual Meeting by two-thirds vote of those present and voting.
b. A Life Member of AAUW who maintains a membership in one or more branches or comparable AAUW-affiliated entities on an annual basis shall be entitled to all Branch rights and privileges. A Life Member of AAUW who does not maintain Branch membership shall be entitled to National Member privileges only.
ARTICLE X. NOMINATIONS AND ELECTIONS
Section 1. Nominations
a. The Nominating Committee shall consist of at least three members, including the current President(s) and the immediate past President(s). The Director(s) of the Nominating Committee shall be the immediate past President(s). Any additional committee members shall be appointed by the current President(s) with the approval of the Board of Directors.
b. The term of service on the Nominating Committee shall be for two years for a maximum of two consecutive terms.
c. The names of the nominees for elected office shall be published and sent to every member at least one month prior to the election or published and sent to every member at least 14 days before the Annual Meeting. Such names of nominees may be delivered electronically.
d. Nominations may be made from the floor with the consent of the nominee.
Section 2. Elections
a. Elections shall be held at the Annual Branch 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 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 XI and the provisions of the Illinois General Not-For-Profit Corporation Act of 1986, as amended (the ACT).
ARTICLE XI. ORGANIZATION
Section 1. Officers
a. The elected officers for the Branch shall be President(s), Program Vice-President(s), Membership Vice President(s), Recording Secretary, Director of Finance, Director of Communications/Publicity, Director of Bylaws and Policies, Director of AAUW Funds, Director of Public Policy, and Director(s) of Nominating Committee.
b. The appointed officers shall be Director of College/University Relations; Director of Diversity, Equity, and Inclusion; and Director of Newsletter. They shall be appointed by the President with the consent of a majority of the Executive Committee. (Reference ARTICLE XII)
c. Officers shall serve for a term of two years or until their successors have been elected or appointed and assume office. Term of office shall begin on July 1.
d. No member shall be eligible to serve more than two consecutive terms in the office of President.
e. All vacancies in office shall be filled for the remainder of the term by the board.
f. Each office may be filled by an officer or co-officers.
g. Whenever possible, the President and Finance Director shall be elected in odd-numbered years.
h. Whenever possible, one Program Vice President, one Membership Vice President, and half of the elected officers shall be elected each year to ensure overlap and continuity.
Section 2. Duties
a. Officers shall perform the duties prescribed by these bylaws, by the rules of policies and procedures adopted by the Board of Directors, and by the current edition of Robert’s Rules of Order Newly Revised.
b. The elected and appointed officers shall facilitate and promote the purpose and mission of AAUW.
c. The President 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 will provide AAUW with designated contacts for administration and finance, which are the Branch President and Finance Director.
d. The Vice President(s) shall perform such duties as the President and the Board shall direct and as specified in Branch policies and job descriptions.
e. The Director of Finance shall be responsible for collecting, distributing, and accounting for the funds of the Branch, for chairing the Finance Committee, for preparing the yearly budget, and for meeting specific deadlines.
f. The Secretary shall record and keep minutes of all board, special and noticed meetings, and correspondence as needed.
g. All officers and Directors shall submit annual reports to the President(s) by the end of each fiscal year, June 30.
ARTICLE XII. BOARD OF DIRECTORS
Section 1. Composition
The Board of Directors shall include the elected officers and the appointed officers.
Section 2. Administrative Responsibilities
The Board shall have the power to administer affairs of the Branch and to carry out its programs and its policies and shall accept responsibilities delegated by AAUW National and AAUW of Illinois. It shall act on behalf of the Branch between noticed business meetings. The Board shall have fiscal responsibility as outlined in Article X, Financial Administration, Section 2.
Section 3. Meetings
Meetings of the Board shall be held at least three times a year at a time and place agreed upon by the board.
Section 4. Special Meetings
Special meetings may be called by the President or by four members of the Board or 15% of the members of the Branch upon written request provided that at least 14 days-notice of such meeting and its agenda have been delivered to the members of the Board. Such notice and request may be delivered electronically.
Section 5. Quorum
The quorum for a meeting of the Board shall be a majority of the voting members.
Section 6. Voting Between Meetings
Between meetings of the Board, a written vote of the Board may be taken at the request of the President in compliance with the bylaws 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 counted and shall have the same effect as if taken at a board meeting. The result of the vote shall be recorded in the minutes of the next Board meeting. A written vote may be delivered electronically.
Section 7. Removal from Office
A member of the Board of Directors may be removed for any reason by a two-thirds vote of the Board in accordance with policies and procedures adopted by AAUW.
ARTICLE XIII. EXECUTIVE COMMITTEE
Section 1. Composition
The Committee shall consist of the elected officers: President(s), Program Vice President(s), Membership Vice-President(s), Recording Secretary, Director of President(s), Membership Vice President(s), Recording Secretary, Director of Finance, Director of Communications/Publicity, Director of AAUW Funds, Director of Bylaws and Policies, Director of Public Policy, and Director(s) of Nominating Committee.
Section 2. Duties
The Executive Committee shall have the power to act on behalf of the Board between meetings of the Board and shall report to the Board on all actions taken by it. It shall perform such duties as may be delegated to it by the Bylaws and Policies.
Section 3. Meetings
Meetings of the Committee shall be held when called by the President or requested in writing by three of its members.
Section 4. Quorum
The quorum of the Committee shall be a majority of the members.
Section 5. Voting Between Meetings
Votes may be cast in writing, electronically, or orally via conference call 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 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 result of the vote shall be recorded in the minutes of the next Executive Committee meeting.
ARTICLE XIV. COMMITTEES
Section 1. Standing Committees
Standing Committees shall be Program, Finance, AAUW Funds, Bylaws and Policies, and Nominating Committee.
Section 2. Establishing Committees
The President may establish standing and special committees as needed with consent of the Board.
Section 3. 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 XV. 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 at the Annual Meeting. The annual proposed budget is prepared by the Director of Finance and reviewed by members of the Finance Committee.
ARTICLE XVI. MEETINGS
Section 1. Annual Meeting
The Branch shall hold two annual meetings to conduct the business of the Branch, including but not limited to, electing those officers who hold elected positions on the Board, establishing dues, amending bylaws, and receiving reports. These meetings shall be held in the months of November and April.
Section 2. Membership Programs and Events
The Branch shall hold at least seven (7) program events during the fiscal year which need not be for the purposes of conducting the business of the membership. The Program Committee shall determine the topic, time and place for these events.
Section 3. Special Meetings
Special meetings may be called by the President or shall be called by the President at the written request of four (4) members of the board or 15 percent of the Branch membership.
Section 4. Noticed Business Meetings
Notice of all meetings, including the annual meeting, in which the Branch shall conduct business shall be sent to all members of the Branch at least 14 days prior to the meetings. Such notice may be delivered electronically at the email address listed in the membership records. The Board shall fix a record date for members entitled to vote at least 14 days prior to the meeting.
Section 5. Quorum and Voting
The quorum shall be 20 percent of the Branch membership, and the affirmative vote of a majority of the quorum shall be necessary for the adoption of any business (except as otherwise provided in these bylaws). Each Branch member in good standing will be entitled to vote on all matters properly coming before the members. Voting may be conducted by any means permissible under the bylaws; however, there shall be no proxy voting.
ARTICLE XVII. INDEMNIFICATION
Every Board or committee member may be indemnified by the Branch against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such Board or committee members in connection with any threatened, pending or completed action, suit, or proceeding to which the Board or committee member may become involved by reason of being or having been a member of the Board or committee, 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 recognized in addition to and not exclusive of all other rights to which the member of the Board or committee is entitled.
ARTICLE XVIII. DISCRETIONARY AMENDMENTS TO THE BYLAWS
Section 1. Non-Mandated Changes
When revisions/amendments, that are not mandated by AAUW National or AAUW-Illinois, are made to the Branch Bylaws, a copy of the complete document — BYLAWS OF AAUW ELMHURST AREA BRANCH, NFP — will be sent to AAUW National and AAUW-Illinois.
Section 2. Branch Vote
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 notice shall have been sent to the members at least 21 days prior to the meeting. Such notice may be sent electronically.
Approved November 2, 2022
AAUW Elmhurst Area Branch, NFP