BYLAWS OF THE OF THE AMERICAN ASSOCIATION OF

UNIVERSITY WOMEN OF LA PALMA-CERRITOS BRANCH

ARTICLE I.  NAME AND GOVERNANCE

Section 1.   Name.  The name of this organization shall be the American Association of University Women (AAUW) La Palma-Cerritos Branch, hereinafter called the “Affiliate”.

Section 2.  Affiliate.  AAUW La Palma-Cerritos Branch 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 program 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 educational 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 educational 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 20 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, but shall not be exempt from AAUW-CA or Affiliate branch 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 and California state dues, but shall not be exempt from Affiliate branch dues.

1. 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.

1. Amount. Annual AAUW dues and Member benefits for any category of Member shall be set by the AAUW Board of Directors.
2. 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 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. Purpose. Affiliates shall promote the purposes, programs, and policies of AAUW.
2. Bylaws. Affiliates shall develop bylaws as meet their needs. However, any such bylaws shall not conflict with AAUW Bylaws or with applicable law.
3. 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.

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. FINANCIAL ADMINISTRATION

Section 1.  The fiscal year shall correspond with that of AAUW: July 1 through June 30.

Section 2.  Financial Policies. The Affiliate 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 adopted by the Affiliate board of directors at the first meeting of the fiscal year for presentation at the first general meeting.

Section 4. Dues

1. Affiliate Dues.

(1) Changes in Affiliate dues shall be determined at the annual meeting by two-thirds vote of those present and voting, provided notice has been given to the members 14 days prior to the meeting.

(2) Affiliate dues for college/university representatives shall be set by the Affiliate board.  California state dues are waived for college/university representatives.

1. Payment. New members may join at any time. Dues are payable upon joining. Pro-rated dues paid by new members for less than a full year are determined by national, state, and Affiliate policy.
2. Reciprocity. A current paid member of an Affiliate or comparable AAUW-affiliated entity may transfer membership to another Affiliate or comparable AAUW-affiliated entity without payment of additional dues.
3. Dual Membership. A current member of another AAUW Affiliate, who also chooses to join this Affiliate, shall pay the additional Affiliate dues.

Section 5.  Insurance

1. The Affiliate is required to participate in the state insurance programs to participate in state sponsored activities and projects. The Affiliate must comply with all risk management requirements, state program directives and all other requirements as outlined in AAUW California policy and procedures.
2. The Affiliate must obtain separate insurance coverage for activities and projects not covered under the state insurance coverage.

ARTICLE IX.  OFFICERS

Section 1.  Officers. There shall be officers to fulfill the functions of administration, program, membership, fundraising, finance, public policy, and communications.

Section 2.  Elected Officers. The elected officers, also known as the Executive Committee, shall be a president, a secretary, a treasurer and vice presidents for program, membership and the AAUW Fund.  There may also be a president‑elect.

Section 3.  Appointed Officers. The appointed officers shall be for public policy and such other officers as shall be deemed necessary to carry on the work of the Affiliate.  These officers shall be appointed by the president with the approval of a majority of the executive committee.

Section 4.  Co-Officers. An officer or co-officers may fill each position.

Section 5.  Term. Officers shall serve for a term of one year or until their successors have been elected or appointed and assume office.  The term of each officer shall begin on July 1.

Section 6.  Term Limit. No member shall be eligible to serve more than two consecutive terms in the same elected office, unless the officer is willing to continue and a replacement cannot be found.

Section 7.  First Meeting of Term. The incoming president may call a meeting of the incoming officers prior to July 1.

Section 8.  President Vacancy. A vacancy in the office of president shall be filled by the president-elect.  If there is no president-elect, a vacancy in the office of president shall be filled by the vice presidents in the following order:  program, membership, and AAUW Fund or as otherwise determined by the Executive Committee.

Section 9.  Executive Office Vacancy other than President. A vacancy in the Executive Committee, excluding the president, shall be filled for the unexpired term with the approval of a majority of the Executive Committee.

Section 10. Removal from Office. A member of the Board of Directors may be removed for any reason by a two-thirds vote of the board at any duly called meeting where a quorum is present.

Section 11. When a full Executive Committee cannot be filled, the Affiliate shall be governed by three elected positions for Administrator, Secretary and Finance, as approved by AAUW. Other offices may be filled by volunteer members as needed.

ARTICLE X.  DUTIES OF OFFICERS

Section 1.  Duties. Officers shall perform the duties prescribed by these bylaws, Affiliate policies, and by the current edition of Robert’s Rules of Order, Newly Revised.

Section 2.  Official Written Records. All officers shall keep a notebook of the records, duties and activities of their office and submit an annual written report, as appropriate for the office, to be passed on to their successor.

Section 3.  President. The president shall be the official spokesperson and representative for the Affiliate and shall be responsible for submitting such reports and forms as required by AAUW and the state. The President will provide AAUW with designated contacts for administration and finance.

Section 4.  Vice Presidents. The vice presidents shall perform such duties as the president and board shall direct.

Section 5.  Secretary. The Affiliate will designate a member other than the contacts for administration and finance to record and make available upon request the minutes of all noticed Affiliate meetings, Affiliate board meetings and special meetings.  This recordkeeping is the duty of the secretary. In the absence of the secretary, the presiding officer will appoint another member to fulfill the duties.

Section 6.  Treasurer. The treasurer shall be responsible for collecting, distributing and accounting for the funds of the Affiliate.  The treasurer shall collect dues and properly remit them to AAUW and the state by the specified deadline. The treasurer shall be responsible for the Affiliate enrolling in the state insurance program so that the Affiliate will be in good standing each year. The treasurer shall send moneys for the AAUW sponsored funds and other tax-exempt accounts by the specified deadlines and shall keep separate ledgers for each type of account.

Section 7. Affiliate Contact. The Affiliate will annually provide AAUW with a designated contact for administration and finance. The President or a member assigned by the president will provide this information to AAUW.

ARTICLE XI.  NOMINATIONS

Section 1.  There shall be a nominating committee of at least three (3) members who shall be chosen by the Affiliate at least three months prior to the annual meeting, one of whom shall be appointed chair of the committee.

Section 2.  The members shall serve until the annual meeting.

ARTICLE XII.  ELECTIONS

Section 1. The names of the nominees shall be published and sent to every member at least 14 days before the annual meeting.

Section 2.  Nominations may be made from the floor 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.

ARTICLE XIII.  BOARD OF DIRECTORS

Section 1.  Composition. The board of directors shall include the elected officers and the appointed officers of the Affiliate. Appointed officers may include the following:  public policy chair, communications chair, international relations chair, college/university relations chair, Academic Achievement Award chair, and such others as deemed necessary for the operation of the Affiliate.

Section 2.  Administrative Responsibilities. 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 records.  It shall accept responsibility delegated by the Association and state.

Section 3. Meetings.  Meetings of the board shall be held at least three times a year.  Special meetings may be called at any time by the president or upon the written request of two (2) members of the board with a specific reason stated in advance.

Section 4.  Quorum. The quorum of the board shall be a majority of its members.  Co-officers/co-chairs shall each have one vote.

Section 5.  Board votes may be taken electronically or telephonically in accordance with state laws. The vote shall be counted and have the same effect as if at board meeting. The result of the vote shall be recorded in the minutes of the next board meeting.

ARTICLE XIV.  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 on all actions taken by it.  It shall perform such other duties as may be delegated to it by the board.

Section 3.  Special Meetings. Special meetings of the executive committee shall be held on the call of the president, or by written request of two (2) of its officers with a specific reason stated in advance.

Section 4.  Quorum. The quorum of the Executive Committee shall be a majority of its members and a quorum is needed for voting purposes.

Section 5.  Executive Committee votes may be taken electronically or telephonically in accordance with state laws. The vote shall be counted and have the same effect as if at an Executive Committee meeting. The result of the vote shall be recorded in the minutes of the next board meeting.

ARTICLE XV.  MEETINGS

Section 1.  Annual Meeting. A general membership meeting held no later than the month of April shall be designated the annual meeting, the exact date, time and place to be determined by the board. The annual meeting shall be to conduct business including but not limited to hearing officers’ reports, reviewing the budget, electing officers, establishing dues, amending bylaws, and giving directions to the board.

Section 2.  Membership Meetings. There shall be at least seven general membership meetings each year.  Prior notice of meeting date, time and place shall be given at least 14 days in advance.

Section 3.  Quorum. The quorum shall be twenty‑five percent (25%) of the Affiliate membership.

Section 4.  Special Meetings. Special meetings may be called by a quorum of the Affiliate membership.

ARTICLE XVI.  COMMITTEES

Section 1.  Formation of Committees.  As necessary, standing committees may be formed.  Members shall be appointed as follows:  the chairs, except for those provided for by election, shall be appointed by the president with the approval of the board.  Chairs shall select the members of their committees.

Section 2. Special Committees. The president, with the consent of the board, may appoint special committees.

Section 3.  AAUW and AAUW-CA Representatives.  Funding for members seeking to attend AAUW and state meetings, as described in AAUW and state bylaws, shall be considered by the board for approval.

ARTICLE XVII.  INDEMNIFICATION

Every member of the board or committee may be indemnified by the Affiliate against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such board members 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 Affiliate 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 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 or committee is entitled.

ARTICLE XVIII.  AMENDMENTS TO THE BYLAWS

Section 1.  Mandated Amendments. Amendments required by AAUW or the state to bring Affiliate bylaws into conformity shall not require a vote of the Affiliate members.

Section 2. Affiliate Vote. Provisions of these bylaws not governed by AAUW or state bylaws may be amended at an Affiliate meeting by a two-thirds vote of those present and voting provided written notice shall have been sent to members at least fourteen days prior to the meeting.

Date Last Amended by Affiliate Vote:  October 20, 2022.

Mandatory Amendments:  January 24, 2014; November 30, 2015; September 10, 2016; February 17, 2017; February 7, 2019.