Bylaws of the College Club, Inc.
Baltimore MD Branch of the American Association of University Women (AAUW)
ARTICLE I. NAME AND GOVERNANCE
Section 1. Name.
The name of this organization shall be the College Club, Inc. Baltimore Maryland Branch of AAUW, hereinafter called the branch.
Section 2. 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 II. 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 III. USE OF NAME
Section 1. Policies and Program.
The policies and program of AAUW shall be binding on all members, and no member 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. Proper Use of Name and Logo.
The name and logo of AAUW may be used only by individuals and groups acting in a lawful and ethical manner, consistent with AAUW policies and procedures. Use of the AAUW name and/or logo requires all AAUW states, multistate organizations, branches, comparable AAUW-affiliated entities, and any other nonprofit entity allied with any of these AAUW entities to comply with all applicable state and federal laws and regulations. This includes timely filing of tax documents with the appropriate government agencies and sending the signed AAUW Affiliate Agreement, current bylaws, and incorporation documents (if applicable) to be maintained at AAUW headquarters as required by the IRS. Sanctions for misuse of name, including loss of AAUW affiliation, may be imposed by the AAUW Board of Directors, especially in regard to any statement or action that misrepresents or jeopardizes the tax status of AAUW.
Section 3. Individual 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.
ARTICLE IV. MEMBERSHIP AND DUES
Section 1. Composition.
The membership of AAUW shall consist of individual and partner members.
Section 2. Qualified Institutions.
Qualified institutions are educational institutions that offer recognized associate, baccalaureate, or higher degrees and that have full regional accreditation or appropriate professional association approval.
Section 3. Basis of Membership.
- Individual Member.
(1) Eligibility. A graduate holding an associate or equivalent, baccalaureate, or higher degree from a qualified educational institution 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 membership. Refusal to admit an eligible graduate to branch membership shall result in loss of recognition of a branch.
(2) Determination of Admissibility to Membership. Any graduate who claims qualification for membership in AAUW and who has been refused admission to membership by an officer of a branch or state of AAUW 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 educational institution upon which qualification for membership was based.
(4) 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 who pays dues to AAUW Maryland and the branch. A branch member shall be entitled to vote, hold office, and participate in all branch activities and programs and receive the publication distributed to all branch members.
(5) Life Membership.
(a) Paid. An individual member may become a life member upon a one-time payment of an amount determined by AAUW, currently 20 years’ dues, based on the amount of AAUW national dues the year the member elects to become a life member. Thereafter, the life member shall be exempt from the payment of national AAUW dues. Paid life members who wish to join the branch must pay state and branch dues.
(b) 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 dues. Honorary life members are not required to pay branch dues.
(c) Privileges. A life member of AAUW who maintains a membership in the branch 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.
- Partner Member.
College/university partner members are qualified educational institutions, including two-year or community colleges that pay annual dues to AAUW. Each college/university member shall appoint one or two representatives who shall each have the membership benefits of a national member and any other benefits that accrue to representatives of partner members. A representative of a college/university partner member may choose to affiliate with the branch by paying state and branch dues.
- Other Partner Members
Other partner members include educational or other institutions and organizations meeting criteria established by the national AAUW Board of directors. Such other partner members are not entitled to vote or hold office in the branch unless they become individual members of AAUW, AAUW Maryland, and the Branch.
Section 4. Student Affiliates.
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 of AAUW. Student affiliates may not vote or hold office. Section 5. Dues.
(1) 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.
- Paid life members of AAUW, as defined in the AAUW Bylaws, are required to pay branch dues to become members of the branch.
- Fifty-Year Honorary Members of AAUW are exempt from paying AAUW, state and branch dues.
- The national AAUW Board of Directors shall set the dues for partner members. Branch dues for individuals representing college/university partner members who wish to become voting members of the branch are the same as for other individuals.
- New members may join at any time. Dues are payable upon joining. The national and state dues 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.
Payment of additional dues shall be waived for a transferring member whose current dues have been paid to another branch.
Member dues shall be payable in accordance with procedures established by AAUW policy.
A current paid member of a branch or comparable AAUW-affiliated entity may transfer membership to another branch or comparable AAUW-affiliated entity without payment of additional dues
Section 6. Severance of Membership.
A member may be suspended or dropped 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 Board of Directors. [See AAUW Affiliation Review Policy 208.]
ARTICLE V. NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee.
- There shall be a nominating committee of five members, one of whom shall be the chair from the previous year. The chair shall be appointed from the four elected members by the president subject to the approval by the board of directors.
- The term of service on the nominating committee shall be for one year for a maximum of two consecutive terms.
Section 2. Nominations
- The names of the nominees for elected office shall be published and sent to every member at least 14 days prior to the annual branch meeting.
- Nominations may be made from the floor at the annual branch meeting with the consent of the nominee.
- Elections shall be held at the annual branch meeting. Individual branch members in good standing who are present at the meeting are eligible to vote.
- 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 voting.
- Mail ballots or electronic voting may be used for elections, provided the number of members voting meets the quorum stated for meetings of the membership in Article XI.
ARTICLE VI. OFFICERS
Section 1. Officers.
- Elected Officers. The elected officers of the branch shall be president, vice presidents of membership and program, secretary, and treasurer.
- Appointed Officers. The appointed officers shall be officers for public policy, fund raising, and such other officers as shall be deemed necessary to carry on the work of the branch. They shall be appointed by the president with the consent of the board.
Section 2. Duties.
- 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 ofRobert’s Rules of Order Newly Revised.
- The president shall be the official spokesperson and representative of the branch and shall be responsible for submitting such reports and forms as required by AAUW. The president shall inform AAUW of the designated contacts for administration and finance and shall designate a member other than the contacts for administration and finance to record the minutes of each branch meeting and branch board meeting.
- 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.
- The treasurer shall be responsible for collecting, distributing, and accounting for the funds of the branch and for meeting specific deadlines.
- The secretary shall record and keep minutes of all board meetings, the annual membership meeting, and other branch membership and special meetings.
- All officers and chairs shall submit annual reports to the president.
Section 3. Terms of Office.
- Officers shall serve for a term of two years or until their successors have been elected or appointed and assume office. The term of office shall begin on July 1.
- No officer shall hold more than one office at a time, and no elected officer except the treasurer shall be eligible to serve more than two consecutive terms in the same office. The treasurer may serve up to three consecutive terms.
- Each office may be filled by an officer or co-officers.
Section 4. Vacancies.
- All vacancies in office except the president shall be filled for the unexpired term by the board.
- If there are co-presidents and one is unable to serve, the other co-president shall continue as a single president, and the board may select another co-president for the remainder of the term. If there is a vacancy in the office of the president, and there is no co-president, the program vice president shall assume the duties of the president until the board fills the position.
ARTICLE VII BOARD OF DIRECTORS
Section 1. Directors.
- The board of directors shall include the elected officers and up to twelve directors elected at large.
- A director elected at large shall serve a term of three years or until her/his successor has been elected or appointed by the board and assumes office. The term shall begin on July 1.
- The president shall encourage a director who consistently fails to attend board meetings to begin attending or to resign from the board, and a director who continues to consistently fail to attend board meetings may then be removed from office by a two-thirds vote of the board.
- All vacancies in office of directors elected at large shall be filled for the unexpired term by a majority vote of the board.
Section 2. Powers and Duties.
- 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 and the state. It shall act for the branch between membership meetings.
- The Board shall oversee the administration of finances, including preparation of the budget.
- The Board shall oversee the management, acquisition, and disposition of the branch’s property, funds, and assets in accordance with these bylaws.
- The Board shall have the general power to:
- Provide oversight to ensure the proper administration of the affairs of the branch; carry out its policies, financial administration, and programs; and exercise such powers and perform such acts as permitted by law, the Certificate of Incorporation, or these bylaws;
- Appoint standing committee members and such other board and committee members as may be designated;
- Act for the branch between meetings of the membership;
- Adopt rules to govern its proceedings;
- Establish task forces or special committees as needed; and
- Determine the date and location for any official meetings of the branch.
Section 3. Delegation of Power.
The board may delegate to the Executive Committee such authority as it deems necessary consistent with law.
Section 4. Meetings.
- Regular Meetings. Meetings of the board shall be held at least four times a year at the call of the president.
- The board may permit any or all directors to participate in a regular or special meeting by conducting the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be considered to be present in person at the meeting.
- An action of the board will take effect if passed by the majority of the members of the board. (If two persons share an office, they share one vote.)
- Special Meetings. Special meetings of the board may be called by the president or shall be called upon written request of four members of the board provided that at least seven days’ notice of such meeting and its agenda have been given to the members of the board.
Section 5. Quorum.
The quorum for a meeting of the board shall be a majority of the voting members. Co-officers shall be considered as one voting member of the board.
Section 6. Voting Between Meetings.
Between meetings of the branch board, a written or electronic vote of the board may be taken at the request of the president 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 and every member shall sign a consent in the form of a record describing the action to be taken. Voting will close by a specified time. If all board members vote on any question so submitted, the vote, by any means permitted by state law, shall be counted and have the same effect as if cast at a board meeting. The result of the vote shall be in the minutes of the next board meeting.
Section 6. 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 VIII. EXECUTIVE COMMITTEE
Section 1. Composition.
The executive committee shall consist of the elected officers: president, vice presidents of program and membership, secretary, and treasurer.
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. Subject to the limitations of state law, the Executive Committee shall have the powers and duties prescribed by these bylaws and shall perform such duties as may be delegated to it by the board.
Section 3. Meetings.
Meetings of the executive committee shall be held on the call of the president or by written request of three of its members. The Executive Committee may conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be considered to be present in person at the meeting. An action of the Executive Committee will take effect if passed by the majority of its members.
Section 4. Quorum.
The quorum of the executive committee shall be a majority of the voting members. Co-officers shall be considered as one voting member of the executive committee.
Section 5. Voting Between Meetings.
Between meetings of the Executive Committee, a vote may be taken at the request of the president on any question submitted to the committee in writing, provided that every member of the Executive committee shall have an opportunity to vote upon the question submitted, and all members shall sign a consent in the form of a record describing the action to be taken. Voting will close by a specified time. If all Executive Committee members vote on any question so submitted, the vote, by any means permitted by state law, shall be counted and have the same effect as if cast at an Executive Committee meeting. The results of the vote shall be recorded in the minutes of the next board meeting.
ARTICLE IX. COMMITTEES
Section 1. Establishing Committees.
The president may establish standing and special committees as needed with the consent of the board.
Section 2. Purpose.
With the approval of the board, each standing and special committee shall formulate programs and activities to carry out the mission of AAUW.
Section 3. Reports
All committees shall provide written reports to the Board of Directors for the annual meeting and such other times as requested.
Section 4. Quorum
The quorum for a meeting of any committee shall be a majority of its members.
ARTICLE X. 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 XI. MEETINGS OF THE MEMBERSHIP
Section 1. Annual Meeting.
The branch shall hold an annual meeting to conduct the business of the branch, including but not limited to, electing officers and board members, establishing dues, amending bylaws and receiving reports. This meeting shall be held between April 1 and May 31, the exact time and place determined by the board.
Section 2. Membership Meetings.
The branch shall hold at least seven meetings during the fiscal year. The branch board shall determine the time and place for these meetings.
Section 3. Special Meetings.
Special meetings may be called by the president or shall be called by the president at the written request of five members of the board or 5% of the branch membership.
Section 4. Meetings Notice.
Notice of meetings shall be sent to all members of the branch at least ten days prior to the meetings.
Section 5. Voting.
- Each branch member in good standing present at the meeting shall be entitled to vote on any item of business.
- The quorum shall be 10% of the branch membership.
- The affirmative vote of a majority of the votes cast shall be necessary for the adoption of noticed business, except as provided in Article XVI, below, for amendments to these bylaws.
ARTICLE XII. PROPERTY AND ASSETS
Section 1. Title.
The title for 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 the consent of AAUW, except that such property shall not be used for any purpose contrary to AAUW.
Section 2. Dissolution of Branch.
- Branch assets may be disbursed appropriately prior to dissolution of the branch—i.e., disbursement consistent with AAUW mission and purposes, requirements of the Maryland Code and the US Internal Revenue Service, and the intent of the asset donors.
- In the event of the dissolution of the branch, or the termination of its affiliation with AAUW, all remaining assets of the branch shall be transferred and delivered to AAUW or to an AAUW-affiliated entity designated by AAUW. In the event of the dissolution of the branch, the board may make recommendations to AAUW regarding the designation of an entity to receive the assets.
ARTICLE XIII. LOSS OF RECOGNITION
The provisions and conditions under which a branch may lose recognition are found in the AAUW Bylaws.
ARTICLE XIV. PARLIAMENTARY AUTHORITY
The rules contained in the 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 XV. INDEMNIFICATION
To the maximum extent allowed by law, the branch may, as determined from time to time by the Board of Directors, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that she/he is or was an officer or a member of the Board of Directors or committee member of the branch.
Every member of the board of directors or committee member or elected or appointed officer may be indemnified by the branch against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such officer or board or committee member in connection with any threatened, pending or completed action, suit or proceeding with respect to which the officer or board or committee member may become involved by reason of being or having been an officer or a member of the board or committee, or any settlement thereof, if she/he acted in good faith and in a manner she/he reasonably believed to be in, or not opposed to, the best interests of the branch, and with respect to any criminal proceeding, had no reasonable cause to believe her/his conduct was unlawful, unless she/he is adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. 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 officer or board or committee member is entitled.
ARTICLE XVI. AMENDMENTS TO THE BYLAWS
Section 1. AAUW Mandated Amendments.
AAUW-mandated amendments to the bylaws shall be adopted by the Board of Directors without a vote of the branch’s membership. Amendments required by AAUW to bring branch bylaws into conformity with AAUW’s national bylaws or policies and procedures 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.
Section 2. Prior Approval.
All other proposed amendments to the branch bylaws shall be sent to the state bylaws committee for approval before the call for the branch vote. If there is no state structure, approval of amendments to branch bylaws in those states will be according to procedures established by the AAUW Governance Committee.
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 that written notice shall have been sent to the members at least two weeks in advance of the meeting. Written notice may be provided via paper or electronic means.
Amended by Branch: March 22, 2003.
Amended to conform to national bylaws and approved by state bylaws chair, B. Fetterhoff, November 2009.
Draft amendments approved by Branch Board on November 3, 2011 and February 2, 2012, and approved by State Bylaws Chair, B. Fetterhoff, February 5, 2012. Further amendments drafted to conform to mandatory amendments required by AAUW for all branches and draft approved by the Branch Board on March 8, 2012 and by State Bylaws Chair, B. Fetterhoff, March 17, 2012.
Amended by Branch: April 19, 2012
Amended to conform to national bylaws and approved by Branch Board April 2, 2016.