BYLAWS OF THE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN OF DEERFIELD AREA,ILLINOIS

ARTICLE I. NAME AND GOVERNANCE

Section 1. Name.
The name of the organization shall be the American Association of University Women (AAUW) Deerfield Area, Illinois, hereinafter known as the “Affiliate.”

Section 2. Affiliate.
AAUW Deerfield Area, Illinois 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 programs 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.
a. Individual Members.
(1) 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 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 education 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 twenty 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. (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 dues.

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 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

a. The annual dues and member benefits for any category of member shall be established by a two-thirds vote of the AAUW Board of Directors. Members shall be notified of the intent to consider a change in the dues, the proposed amount, and the rationale for the change at least 60 days prior to the vote.
b. 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 (“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
a. Purpose.
Affiliates shall promote the purposes, programs, and policies of AAUW.

b. Bylaws.
Affiliates shall develop bylaws as meet their needs. However, any such bylaws shall not conflict with AAUW Bylaws or with applicable law.


c. 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.

a. The AAUW affiliation status of an Affiliate may be revoked for cause through affiliation review procedures specified by the AAUW Board of Directors.

b. 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. AFFILIATE MEMBERS

Section 1. Dues
a. Amount

b. Payment
1. The annual Affiliate dues for individual members 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. Paid life members of AAUW, as defined in the AAUW Bylaws, are required to pay state and branch dues to become members of the Affiliate. Fifty-Year Honorary Members of AAUW are exempt from paying AAUW, State and Affiliate dues.

2. The AAUW Board of Directors shall set the dues for Affiliate members.
Payment. Member dues shall be payable in accordance with procedures established by policy.

c. Reciprocity.
A current paid member of an Affiliate or comparable AAUW- affiliated entity may transfer membership to another branch or comparable AAUW-affiliated entity without payment of additional dues.

ARTICLE IX. AFFILIATE MEETINGS

Section 1. General Meetings.

a.There shall be at least six (6) general membership (in person) meetings each year.
These regular meetings will consist of a program and to conduct business, including, but not limited to hearing officers’ reports, reviewing the budget, establishing a nominating committee, amending bylaws, and giving direction to the board. The
exact date, time, and place to be determined by the board.

Section 2. Annual Meeting.

a. One meeting shall be designated as the Annual Meeting to conduct business,
including but not limited to electing officers, establishing Affiliate dues and amending bylaws. The exact date,time,and place to be determined by the board.

b. The quorum shall be twenty(20) percent of the branch members.

c. Required Notice.
Notification of the annual meeting and all other meetings shall be sent to the Affiliate members one month in advance as well as documented in the Affiliate member directory.

ARTICLE X. NOMINATIONS AND ELECTIONS

Section 1. Nominations.
There shall be a nominating committee of five members, two chosen by the board of directors (with one of those to be the immediate past president (when possible) and three selected by the Affiliate at least two months prior to the annual election.

Section 2. Elections

a. The names of the nominees shall be published and sent to every member at least thirty (30) days before the annual meeting.

b. Nominations may be made from the floor with the consent of the nominee. All elections shall be held at the annual meeting.

c. Election shall be by ballot unless there is only one nominee for a given office, when a voice vote may be taken.

d. Election shall be by majority vote of those
present and voting.

Section 3. Rotation of Officers.

a. The two (2) vice presidents for program and membership, and the treasurer shall be
elected in even numbered years.

b.The president and secretary shall be elected in odd numbered years.

ARTICLE XI. AFFILIATE OFFICERS AND DUTIES

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

Section 2.The elected officers shall be: a president, or official representative, or co- presidents; vice presidents for membership and program; secretary; and treasurer, or secretary/treasurer.

Section 3. The appointed officers shall be public policy, internal and external communications, AAUW initiatives, Bylaws, AAUW Funds chair(s), Parliamentarian, Community Outreach and AAUW/State Liaison (designated contact for administration).

Section 4. The elected officers shall serve for a term of two (2) years or until their successors have been elected or appointed and assume office. Their terms shall begin on July 1.

Section 5. A vacancy in office, excluding the president, or official representative, shall be filled for the unexpired term by the board of directors. A vacancy in the office of president, or official representative, or co-presidents shall be filled by the vice presidents in the order listed.

Section 6. Officers shall perform the duties described by these bylaws, Affiliate policies, and by the current edition of Robert’s Rules of Order, Newly Revised.

Section 7. 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 Affiliate. The president shall be responsible for the orderly conduct of all Affiliate business and shall be empowered to appoint the officers listed in Affiliate bylaws Article XI, Section 3.

Section 8. The vice presidents shall perform such duties as the president and board shall direct.

Section 9. The secretary shall record and keep minutes of all business meetings of the membership and shall perform such other duties as the president and board shall direct. If the secretary cannot perform her duties at a given meeting, an alternate must be designated to take the minutes. The secretary shall act as designated contact to provide the minutes of the Affiliate meetings to AAUW, if asked.

Section 10. 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 to the State Affiliate by the specified deadline. The treasurer shall send monies for any donations to AAUW by the specified deadlines and shall keep separate ledgers for each type of account. The treasurer shall act as designated AAUW finance contact.

ARTICLE XII. AFFILIATE BOARD OF DIRECTORS

Section 1.The board of directors shall include the elected officers and the following Appointed officers of the Affiliate: public policy, internal and external
communications, AAUW initiatives, Bylaws, AAUW Funds chair(s), Parliamentarian, Community Outreach and AAUW/State Affiliate Liaison (designated contact for administration).

Section 2. The board of directors shall manage and supervise business activities of the Affiliate, subject to the instructions of the annual meeting. It shall accept responsibility for such matters as delegated by AAUW and the State Affiliate board. It shall have the power to create special committees and task forces as deemed necessary and to participate in inter-branch council, and shall perform such other duties as are specified by these bylaws and the Affiliate policy sheet.

Section 3. Meetings of the board shall be held at least five (5) times a year. Special meetings may be called by the president or upon request of four (4) members of the board.

Section 4. The quorum of a meeting shall be a majority of its members.

Section 5. Removal of a board member. The Executive committee can remove a member of the board by following the Affiliate policy sheet instructions.

ARTICLE XIII. AFFILIATE COMMITTEES AND FINANCIAL ADMINISTRATION

Section 1. Standing committees shall be program, membership, public policy, finance, AAUW funds, bylaws, and communications.

Section 2. Standing committees shall be appointed as set forth in the Affiliate policy sheet.

Section 3. Special committees may be appointed by the president with the consent of the board.

Section 4. The fiscal year shall correspond with that of AAUW and shall begin on July 1.

Section 5. 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 6. The board shall adopt an annual budget for presentation to the Affiliate

ARTICLE XIV. INDEMNIFICATION

The Affiliate shall indemnify any or all of its directors or former directors or officers or any person who may have served at its request or by its election as a director or officer of another branch against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them are made parties or a party by reason of being or having been directors or a director or officer or former director or officer or person shall be adjudged in such action suit, or proceeding to be liable for willful misconduct in the performance or to such matters as shall be settled by agreement predicated on the existence of such liability.

ARTICLE XV. AMENDMENTS TO THE AFFILIATE BYLAWS

Section 1. AAUW Mandated Amendments.
Amendments required by AAUW to bring Affiliate bylaws into conformity shall not require a vote of the Affiliate members, except that an incorporated Affiliate shall take the necessary steps required by state law or its articles of incorporation.

Section 2. Prior Approval.
All other proposed amendments to the Affiliate bylaws shall be sent to the State Affiliate bylaws committee for approval before the call for the Affiliate vote. If there is no state structure, approval of amendments to Affiliate bylaws in those states will be according to procedures established by the AAUW Governance Committee.

Section 3. Affiliate Vote.
Provisions of these bylaws not governed by the AAUW 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 the members at least 14 days prior to the meeting.

Revised: October 17, 2016