BYLAWS OF THE BIRMINGHAM, MICHIGAN BRANCH OF THE AMERICAN
ASSOCIATION OF UNIVERSITY WOMEN (AAUW)

 Revised August, 2009

 ARTICLE 1. NAME

 The name of this organization shall be the Birmingham, Michigan Branch of AAUW, hereinafter called the branch.

 ARTICLE II. GOVERNANCE

 The AAUW Bylaws shall govern this branch in all practices, and the bylaws of this organization shall in no way conflict with the AAUW Bylaws.

 ARTICLE Ill. PURPOSE

 The purpose of this branch shall be to further AAUW’s mission to advance equity for women and girls through advocacy, education, philanthropy, and research.

 ARTICLE IV. USE OF NAME

 Section 1. AAUW Policy.  The policies and program of AAUW shall be binding on all members and the branch, and no member or the branch shall use the name of AAUW to oppose such policies or program.  Established channels may be used to change a policy or program.

 Section 2. Freedom of Speech.  The freedom of speech of the individual member to speak a personal opinion in the member's own name is not abridged.

 Section 3.  Violations.  Violation of the use of AAUW’s name shall result in action taken in accordance with AAUW policy.

ARTICLE V. MEMBERSHIP AND DUES

Section 1. Membership

a. Individuals who meet the criteria for membership as described in the AAUW Bylaws, Article IV, and who have paid dues (national + state + branch dues) are eligible to be admitted to membership in this branch.  The provisions set forth in this section are the sole requirements of eligibility and admissibility for membership.  Refusal to admit an eligible person shall result in loss of recognition of the branch.  The branch member shall be entitled to vote, hold office, and participate in activities and programs and receive the publication distributed to all branch members.

b. A member-at-large (MAL) of AAUW may become a member of the branch upon payment of branch and state dues.

c.  A member may be suspended or dropped from membership for any conduct that tends to injure AAUW or to affect adversely its reputation, or that is contrary to or destructive of its mission according to AAUW policies and procedures.

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

 Section 2. Dues

a.       Changes in branch 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 30 days prior to the meeting.

b.       Paid life members of AAUW, as defined in the AAUW Bylaws, are required to pay branch dues to become members of the branch.

c.        Fifty-Year Honorary Members of AAUW are exempt from paying AAUW of Michigan and Birmingham, Michigan Branch dues.

d.       A member of one of the national associations or federations of IFUW, whose current dues have been paid and who is spending a period of a year or less in the USA, may attend branch meetings without vote.

e.       New members may join at any time.  Dues are payable upon joining.  The national and state portion of the dues paid by new members for less than a full year is determined by AAUW and state policy.  The branch board of directors may set a reduction in branch dues.

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

ARTICLE VI. 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.

 ARTICLE VII. OFFICERS

 Section 1. There shall be officers to fulfill the functions of administration, program, membership, public policy, finance, AAUW Funds 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, AAUW Funds, 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 or appointed 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 VP).

 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 AAUW. The president shall be responsible for submitting such reports and forms as required by AAUW 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 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 and for meeting specific deadlines.  The treasurer shall send moneys to the AAUW Funds by the specified deadlines and shall keep separate ledgers for each type of accounts.  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  the 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 AAUW 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 AAUW 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, 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 and AAUW 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 convention, establish dues, review the budget, and amend the bylaws if necessary, receive reports of officers and committees 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

 Section 1. Title. The title for all 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 severance 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 AAUW, except that such property shall not be used for any purposes contrary to those of AAUW.

 Section 2. Dissolution of Branch.  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.  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. LOSS OF RECOGNITION

 The provisions and conditions under which a branch may lose recognition are found in the AAUW Bylaws.

 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 AAUW or those of the state.

 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. AAUW Mandated Amendments.  Amendments required by AAUW to bring branch bylaws into conformity shall not require a vote of the branch members, except that an incorporated branch shall take the necessary steps required by state law or its articles of incorporation.