BYLAWS OF THE AMERICAN ASSOCIATION OF  UNIVERSITY WOMEN
BIRMINGHAM, MICHIGAN BRANCH

 Revised July 2005

 ARTICLE 1. NAME

 The name of this organization shall be the American Association of University Women, Birmingham, Michigan Branch, hereinafter called the branch.

 ARTICLE II. GOVERNMENT

 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 Ill. PURPOSE

 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.

 ARTICLE IV. USE OF NAME

Section 1. 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 programs.  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

 Section 1. Individuals eligible to be admitted to membership:

 a. Those holding an associate or equivalent, baccalaureate or higher degree from a regionally accredited educational institution, a degree from a foreign institution recognized by the International Federation of University Women (IFUVV), or a foreign degree acceptable as a basis for admission by graduate schools at regionally accredited universities of the U.S.A.

b. Those 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, 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 50 Year Honor Life Member, and shall thereafter be exempt from payment of Association, state and branch dues.

 Section 4. The branch member shall be entitled to vote, hold office, participate in all branch activities and programs and receive the publications distributed to all members.

 Section 5.  Associate members who have maintained their membership for fifty (50) years shall become life members of the state and branch and shall be exempt from payment of state and branch dues.

 Section 6. Associate members will not be admitted after July 1, 1957.  Associate members shall not be Association members.  To maintain Associate status, Associate members shall hold continuous membership in the branch.

 Section 7. An undergraduate student enrolled in a regionally accredited 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 publication distributed to all members of the Association. Affiliates may not vote nor hold office.

 Section 8. A member whose dues remain unpaid after July 31 shall be dropped from membership.

ARTICLE VI. FINANCIAL ADMINISTRATION

 Section 1. Fiscal Year. The fiscal year shall correspond with that of the Association.

 Section 2. Each member shall pay branch dues established at the annual meeting by a two thirds vote of those present and voting providing that written notice has been given to all the members thirty days 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. Dues for associate members shall be the same as dues for Association members. From that amount the cost for a subscription to the Association publication distributed to all members shall be forwarded to the Association and state dues shall be submitted to the state treasurer. The balance of the associate member's dues shall be retained by the branch treasurer.

 Section 5. Payment of additional dues shall be waived for a transferring member whose current dues have been paid to another branch.

 Section 6. A member of one of the national organizations or federations of the 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 a vote.

 Section 7. Dues of new members may be paid at any time. The Association part of the dues paid between January 1 and March 15 shall be one‑half the annual Association dues. The branch board of directors may set a reduction for branch fees.

 Section 8. The annual budget shall be adopted by the board of directors for presentation at the annual meeting.

 Section 9. The branch shall set and maintain policies and procedures to control financial records consistent with generally accepted accounting principals and federal, state and local laws.

 ARTICLE VII. OFFICERS

 Section 1. There shall be officers to fulfill the functions of administration, program, membership, public policy, finance, Educational Foundation, Legal Advocacy Fund and communications.

 Section 2. ELECTED OFFICERS. The elected officers shall be a president, president-elect (optional), vice presidents of program (First VP) and membership (Second VP), recording secretary, corresponding secretary, and treasurer. In a given year when the nominating committee is unable to find a candidate to serve the full two year term as president, a president shall be elected for the first year and a President elect shall be elected to serve as president for the second year. As soon as is possible the nominating committee should return to the two year term for president.

 Section 3. APPOINTED OFFICERS. The president shall appoint, with the approval of the executive committee, officers for public policy, the Educational Foundation, LAF, dues treasurer, historian, parliamentarian, program coordinator, study group coordinator, and such other officers as the executive committee shall deem necessary to carry on the work of the branch.

 Section 4. TERMS. All officers shall take office on July 1. All officers shall serve for a term of 2 years or until their successors are elected and assume office, except when a president and president‑elect are elected to serve together. Officers shall be eligible for re‑election to the same office for one term only. The president, president‑elect (optional), program vice president, and corresponding secretary shall be elected in the odd numbered years. The membership vice president, treasurer and recording secretary shall be elected in even numbered years.

 Section 5. VACANCIES. A vacancy in office, except that of the president or official representative, shall be filled for the unexpired term by the board of directors. A vacancy in the office of president shall be filled with an election by the members if more than one half of the term remains, if less, by the president‑elect if there is one, if not by the program vice president (1st VIP).

 ARTICLE VIll. DUTIES OF OFFICERS

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

 Section 2. All officers shall submit an annual written report to the president.

 Section 3. PRESIDENT. The president shall be the official spokesperson and representative for the branch in activities of the Association. The president shall be responsible for submitting such reports and forms as required by the Association and the state.

 Section 4. PRESIDENT‑ELECT AND VICE PRESIDENTS. The president‑elect and the two vice presidents shall perform such duties as the president and the board of directors shall direct. The first vice president shall serve as chair of the committee on program development and the second vice president shall serve as chair of the committee on membership. 

Section 5. SECRETARIES. There shall be a recording secretary and a corresponding secretary. The recording secretary shall record and keep in custody minutes of all meetings of the branch, board of directors and the executive committee. The corresponding secretary shall have charge of the correspondence, including the mailing of the bulletin, and shall be the protector of the 2nd class US postal permit.

 Section 6. TREASURER. The treasurer, with an assistant as necessary, shall be responsible for collecting, distributing, and accounting for the funds of the branch. The treasurer shall collect dues and properly remit them to the Association and state by the specified deadline. The treasurer shall send moneys to the Educational Foundation and the Legal Advocacy Fund by the specified deadlines and shall keep separate ledgers for each type of account. She shall collect all moneys due the branch, pay bills as authorized, serve as chairman of the finance committee, submit books for audit at least annually and such other duties as required by the policy sheet and/or the board of directors.

 ARTICLE IX. NOMINATIONS AND ELECTIONS

 Section 1. NOMINATING COMMITTEE. The nominating committee shall consist of five (5) members. Four shall be elected by the board of directors at least three months prior to the annual meeting. One of  elected shall not be a member of the board. The fifth member shall be the leadership chair. 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 consent of the nominee has been obtained.

Section 2. ELECTION. All elections shall be held at the annual meeting of the branch. Voting shall be by secret ballot and a majority of the votes cast shall be necessary for election. When there is but one nominee for office, the vote may be taken by voice.

ARTICLE X. BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE

Section 1. BOARD OF DIRECTORS. The board of directors shall be composed of the elected and appointed officers, standing committee chairs, and special committee chairs as deemed necessary. All board members shall be Association members.

Section 2. DUTIES OF THE BOARD OF DIRECTORS. 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 OF DIRECTORS. Meetings of the board shall be held at least six times a year. Special meetings may be called by the president or upon the written request of four members of the board or five members of the branch.

Section 4. EXECUTIVE COMMITTEE. The executive committee shall consist of the elected officers and shall act in the interim between board meetings.

Section 5. DUTIES OF THE EXECUTIVE COMMITTEE. The executive committee shall exercise such power and authority as may be delegated to it by the board and shall report to the board on all actions taken by it between regular meetings of the board.

Section 6. MEETINGS OF THE EXECUTIVE COMMITTEE. Meetings of the executive committee shall be held on the call of the president or three members of the executive committee. The incoming or continuing president may call a meeting prior to July 1 for the purpose of approving appointments and making plans for the coming year.

Section 7. QUORUM. The quorum of a meeting of the board of directors or the executive committee shall be a majority of its members.

Section 8. ATTENDANCE. All members of the branch are invited to attend meetings of the board of directors.

ARTICLE XI. COMMITTEES

 Section 1. STANDING COMMITTEES. There shall be the following standing committees: program development, membership, public policy, finance, Educational Foundation, bylaws, communications and such other committees as the board shall authorize. (See the branch policy sheet for the names, composition and function of the standing committees.)

 Section 2. SPECIAL COMMITTEES. These may be appointed by the president with the consent of the board. Chairs of the special committees shall serve on the board of directors with full rights of membership. However, these chairs will not count toward the establishment of the quorum.

 Section 3. COMMITTEE CHAIRS. The chairs of all committees, except the nominating committee and those provided for by election, shall be appointed by the president with the approval of the executive committee. Chairs shall select the members of their committees in consultation with the president. Chairs shall serve as channels of communication in their respective fields with the state, regional and Association chairs, and shall make such reports as their counterparts request.

 ARTICLE XII. MEETINGS

 Section 1. BRANCH MEETINGS. There shall be at least eight meetings of branch members each year. Minutes of the branch meetings may be approved by the board of directors, but shall be read for approval by the branch when requested.

Section 2. ANNUAL MEETING. An annual meeting of the branch shall be held during, the months of March or April, the exact date, time and place determined by the board. The annual meeting shall elect officers, delegates to the state and Association conventions, establish dues, review the budget, and amend the bylaws if necessary, receive reports of officers, committees and task forces and conduct such other business as shall be necessary. Minutes of the annual meeting may be approved at the following board meeting by the board of directors.

 Section 3. QUORUM. 10% of the members of the branch shall constitute a quorum.

 ARTICLE XIII. PROPERTY

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

 ARTICLE XIV. CONVENTIONS 

Section 1. ASSOCIATION DELEGATES. Delegates and alternates shall be elected by the branch and certified by the branch president. If the delegation is incomplete after the branch vote, prior to the 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. Each branch shall be entitled to be represented by delegates in proportion to the number of members as of February 1 of a convention year as follows: for 25 or fewer paid‑up members, one delegate; for each additional 25 paid‑up members or major fraction thereof, one additional delegate.

 Section 2. STATE DELEGATES. Delegates and alternates shall be elected by the branch and certified by the branch president. The number of delegates to which the branch is entitled shall be governed by the bylaws of the state.

 ARTICLE XV. FORFEITURE OF BRANCH STATUS

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

 ARTICLE XVI. PARLIAMENTARY AUTHORITY

 The rules contained in the most current edition 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 XVII. INDEMNIFICATION

 Every member of the board 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 branch 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 XVIII. AMENDMENTS TO THE BYLAWS

Section 1. Provisions of these bylaws not governed by the Charter and Bylaws of the Association may be amended by a 2/3 vote of those present and voting at the annual meeting or any general membership meeting of the branch. Notice of the proposed amendments shall have been given at the previous regular meeting or in writing to every member at least two weeks in advance of the meeting.