BYLAWS OF THE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN
GROSSE POINTE, MICHIGAN AFFILIATE
April, 2024
ARTICLE I. NAME AND GOVERNANCE
Section 1. Name. The name of the organization shall be the American Association of University
Women (AAUW) Grosse Pointe, Michigan Affiliate hereinafter known as the “Affiliate.”
Section 2. Affiliate. AAUW Grosse Pointe, Michigan Affiliate 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 this Affiliate shall in no way conflict with the AAUW Bylaws and/or policies.
ARTICLE II. PURPOSE
Section 1. Purpose. As described below in Article V setting out the Affiliate purpose, each Affiliate supports AAUW’s purpose which is set forth in the AAUW bylaws as follows: The general purposes of the Association shall be in accordance with the requirements of the Internal Revenue Code of 1986, as amended, Section 501(c)(3) such that for which the Association shall be at all times “organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes, as described in the Code and any is organized and for which it shall at all times be operated are exclusively religious, charitable, scientific, literary and educational within the meaning of Code Section 501(c)(3) or the corresponding provision of any future United States Internal Revenue Law. In service of the purposes set out in the Articles of Incorporation, the Association’s specific purpose is to advance equity for women and girls. In keeping with the purpose, AAUW may:
a. Promote equity, education, and development of opportunities for women and girls that enable them to realize their full potential.
b. Provide fellowships and grants to women and girls.
c. Cooperate with other organizations having mutual interests.
d. Take such other actions as are permitted to a District of Columbia nonprofit corporation consistent with its purpose, the Articles, and these Bylaws.
ARTICLE III. USE OF NAME
Section 1. Policies and Programs. The policies and programs of AAUW shall be binding on all members and Affiliates engaged in AAUW activities, and no member or Affiliate shall use the name of AAUW to oppose such policies or programs.
Section 2. Proper Use of Name and Logo. The name and logos of AAUW and this AAUW Affiliate may be used only by Members and Affiliates only according to policies and procedures established by the AAUW Board of Directors.
Section 3. Individual Freedom of Speech. These Bylaws governing use of the name of AAUW shall not abridge the freedom of speech of any AAUW member to speak an opinion in the Member’s own name except that this Article shall govern whether the Member may identify AAUW in conjunction with that opinion.
ARTICLE IV. MEMBERS OF THE ASSOCIATION
Section 1. Membership. The membership of this Affiliate shall consist of individual AAUW members (“Individual Members”) and college/university members (“College/University Members”), as well as other membership categories as determined by AAUW.
Section 2. Member Qualification.
a. Individual Members.
(i.) 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 education institution located outside of the United States, as determined by the 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 Board of Directors may establish a process to assess credentials that are submitted based on degree equivalence.
(ii.) 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.
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 Board of Directors.
c. Other Organizational Members. The Board of Directors may set forth criteria for other organizations (“Organizational Members) to join AAUW.
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 of Members.
a. Amount. Annual dues and member benefits for any category of member shall be established by a two-thirds vote of the AAUW Board of Directors and dues shall be payable in accordance with the procedures established by the Board of Directors. Members shall be notified at least thirty (30) days in advance of the intent to consider a change in the dues, the proposed amount, and the rationale for the change.
b. Life Membership.
(i.) Paid. An Individual Member may become a life member (a “Life Member”) upon a one-time payment of twenty years’ annual AAUW national dues, based on the amount of annual AAUW dues set in the year the Member elects to become a Life Member, but without credit for AAUW dues paid in prior years. Thereafter, the Life Member shall be exempt from the payment of AAUW national dues.
(ii.) Fifty-Year Honorary. An Individual Member who has paid AAUW dues for 50 years shall become a Life Member and shall thereafter be exempt from the payment of AAUW national dues.
Section 5. Membership Decisions.
a. Appeals. Any potential Member that has been refused admission to membership may appeal to the Board of Directors for review. The decision of the Board of Directors shall be final.
b. Removal. 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 purpose according to these Bylaws, with action taken following policies and procedures adopted by the 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. An AAUW Affiliate has no member status but is an independent local organization (incorporated or not) consisting of AAUW individual members who support AAUW’s purpose at a state or local level and which has been given right to use AAUW’s name and has executed, and continues to comply with, the AAUW Affiliate Agreement approved by the AAUW Board and any other requirements established by the Board from time to time. Use of the AAUW name or logo by the AAUW Affiliate is subject to the Affiliate Agreement and approval of the AAUW Board of Directors.
Section 2. Organization
a. Purpose. Affiliates shall promote the purposes, programs, and policies of AAUW.
b. Bylaws. As an AAUW Affiliate, this Affiliate shall develop bylaws as meet this Affiliate’s needs. However, any such bylaws shall not conflict with AAUW Bylaws, policies, or with applicable law. In the event of a conflict, the AAUW Bylaws shall prevail over this Affiliate’s Bylaws unless the specific provision of the AAUW Bylaws is not permitted according to this Affiliate’s state statues, in which case the Bylaws shall be construed as closely as possible to the original intent of the AAUW Bylaws as permitted by state laws.
c. Structure. As an AAUW Affiliate, this Affiliate may create such leadership structures as meets this Affiliate’s needs. This 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 any Affiliate may be revoked for cause through affiliation review procedures specified by the AAUW Board of Directors.
b. Any 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 this Affiliate is vested in this Affiliate. As an AAUW Affiliate, this 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 this Affiliate or the termination of this Affiliate’s affiliation with AAUW, all assets of this 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 this Affiliate in all instances in which they are applicable and in which they are not inconsistent with this AAUW Affiliate’s 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 this Affiliate’s board of directors without a vote of the Affiliate’s membership and as prescribed by the AAUW Board of Directors.
ARTICLE VIII. OFFICERS
Section 1. The elected officers shall include the president, president-elect, secretary and finance officer. Each position may be filled by co-officers and each co-officer shall have a vote.
Section 2. The President and President-elect shall each serve for a one-year term. The secretary and finance officer shall serve for two-year terms. The term of each elected officer shall begin on July 1.
Section 3. No officer shall be eligible to serve more than 4 consecutive years in the same office. Any officer who serves more than half a term shall be considered as having served a full term.
Section 4. A vacancy in an elected office, excluding the president and president-elect, shall be filled for the unexpired term by the Executive Committee. A vacancy in an appointed office shall be filled by presidential appointment. In the case of a vacancy of the president, the president- elect shall assume that office. In the case of a vacancy in the office of president-elect, the Nominating Committee shall nominate a candidate for president-elect and the election shall take place at the next general meeting.
ARTICLE IX: DUTIES OF OFFICERS
Section 1. Officers shall perform the duties prescribed by these bylaws, by the Affiliate Administrative Policies and Procedures and by the current Robert’s Rules of Order, Newly Revised.
Section 2. All officers shall submit an annual written report to the president for review at the annual Transition Meeting.
Section 3. The president shall be the official spokesperson and representative for the Affiliate and shall be responsible for submitting reports and forms as requested by National and Michigan State AAUW.
Section 4. The president-elect shall perform such duties as the president and the Board shall direct.
Section 5. The secretary shall record and keep minutes of all business meetings.
Section 6. The finance officer shall be responsible for all financial matters, including necessary reporting.
ARTICLE X. BOARD OF DIRECTORS
Section 1. The Board of Directors shall include the elected officers of the Affiliate, the chairs of the Standing Committees and the President of AAUW Grosse Pointe Education Program, a non-profit 501(c)3 organization created by the Affiliate.
Section 2. The Board shall have the general power to administer the affairs of the Affiliate, including, but not limited to, establishing policies and procedures to control financial administration. It shall accept responsibility delegated by the National and Michigan State AAUW.
ARTICLE XI. EXECUTIVE COMMITTEE
Section 1. The Executive Committee shall consist of the elected officers.
Section 2. The Executive Committee shall meet at the request of the President or two of its members.
Section 3. The Executive Committee shall have emergency power to act for the Board of Directors and have such powers and duties which may be delegated to it by the Board of Directors. All decisions of the Executive Committee shall be reported to the Board of Directors at the next Board meeting.
Section 4. The quorum shall be the majority of voting members present.
ARTICLE XII. STANDING COMMITTEES
Section 1. The Affiliate shall have Standing Committees in the following areas as needed: Bylaws, Communications, Diversity, Fund Raising, Interest Groups, Membership, Public Policy, Publicity, Arts Outreach, STEM Outreach, Work Smart/Start Smart. Additional committees will be added by the president as needed.
Section 2. Chairs shall be appointed by the president for a term of one year.
Section 3. Chairs or their designated representative shall serve on the Board of Directors.
ARTICLE XIII. AFFILIATE FINANCIAL ADMINISTRATION
Section 1. The fiscal year shall correspond with that of National AAUW & shall begin on July 1.
Section 2. Payment of additional dues shall be waived for a transferring member whose current dues have been paid to another affiliate.
Section 3. A Budget Committee shall present a proposed budget to the Board of Directors in March. It shall be presented to the membership in writing at least 3 weeks prior to the Annual Meeting, where it shall be voted upon.
ARTICLE XIV. NOMINATIONS
Section 1. The president shall appoint a Nominating Committee of three members. At least one member shall be a board member.
Section 2. 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 written consent of the nominee has been obtained.
ARTICLE XV. ELECTIONS
Section 1. Elections shall be held at the Annual Meeting.
Section 2. 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 of those members present and voting.
Section 3. Term of office for elected officers begins on July 1.
ARTICLE XVI. MEETINGS
Section 1. There shall be at least four general membership meetings each year.
Section 2. The general meeting held in the spring shall be designated as 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 electing officers, establishing dues, amending bylaws, and giving directions to the Board.
Section 4. The quorum shall be the majority of Affiliate members present at the meeting and voting.
Section 5. Meetings of the Affiliate may be held by electronic means.
ARTICLE XVII. INDEMNIFICATION
Every member of the Board may be indemnified by the Affiliate 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 Affiliate 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 Affiliate Board approves such settlement and reimbursement as being in the best interest of the Affiliate. 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 XVIII. AMENDMENTS TO THE BYLAWS
Section 1. Provisions of these Bylaws not governed by the AAUW Charter and 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 thirty days prior to the meeting.
Section 2. Prior to being voted on, the proposed changes to the Affiliate Bylaws shall be sent to the state Bylaws chair for approval.
Amended 02/2017
Amended 04/2024