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ARTICLE I: Name
ARTICLE II: Government
ARTICLE III: Purpose
ARTICLE IV: Use of Name
ARTICLE V: Membership
ARTICLE VI: Financial Administration (incl Dues)
ARTICLE VII: Officers
ARTICLE VIII: Board of Directors and Executive
Committee
ARTICLE IX: Committees and Enrichment Activities
ARTICLE X: Branch Meetings
ARTICLE XI: Property
ARTICLE XII: Conventions
ARTICLE XIII: Forfeiture of Branch Status
ARTICLE XIV: Parliamentary Authority
ARTICLE XV: Indemnification
ARTICLE XVI: Amendments to the Bylaws
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American Association
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ARTICLE I: Name
The name
of this organization shall be the Mountain Lakes, New Jersey, Area Branch
("Branch") of the American Association of University Women ("Association").
ARTICLE II: Government
The Charter
and Bylaws of 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
III: Purpose
Section
1. Purpose.
The purpose of the Branch shall be to unite graduates of qualified educational
institutions in order to promote equity for women and girls, lifelong
learning, development of opportunities, positive societal changes, and
removal of barriers that prevent each woman from realizing her full potential.
Section 2. Policies and Programs. The Branch shall develop
policies and programs to:
A. enable its members to accomplish the stated purpose;
B. foster the growth and advancement of the Association;
C. participate in development and promotion of policies and programs of
the Association; and
D. cooperate in state and regional work of the Association.
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ARTICLE
IV: Use of Name
Section 1. Branch. No officer or member may use the Branch's
name or may commit the Branch to any measure, event, or policy until approval
by the Board of Directors ("Board") or the membership.
Section 2. Association and State.
The policies and programs of the Association and the American Association
of University Women—New Jersey ("State") shall be binding
on all members and the Branch. Neither any member nor the Branch shall
use the name of the Association to oppose such policies or programs. Reference
to membership in the Association by an individual shall be interpreted
as use of name. On any national matter on which the Association has no
policy, the only action that may be taken by a member or the Branch in
the name of the Association is to use the established channels to effect
the formulation of a policy. The freedom of speech of the individual member
to speak a personal opinion in the member's own name is not abridged.
Violation of the use of the Association's name shall result either in
a member's suspension for one year or expulsion from membership, or, in
the case of the Branch, loss of recognition.
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ARTICLE
V: Membership
Section
1. Basic Membership. A
graduate holding an associate or equivalent, baccalaureate or higher degree
from a qualified educational institution*, a degree from a foreign institution
recognized by the International Federation of University Women ("IFUW"),
or a foreign degree acceptable as a basis for admission by graduate schools
at regionally accredited universities in the United States, is eligible
for Branch membership. Such membership shall be granted upon payment of
dues. The provisions set forth in this section are the sole requirements
of eligibility and admission for membership.
A. Entitlements. The Branch member shall be entitled to vote, hold
office, and participate in all Branch activities and programs.
B. Additional Memberships. Branch membership includes membership
in the Association and State.
C. Reciprocity. A Branch member who has paid current dues shall
be eligible to transfer membership to another branch.
D. Savings Clause. No invidiual member shall lose membership due
to any change in the status of the educational institution upon which
qualification for membership was based.
* Qualified educational institutions are educational institutions which
offer recognized associate, baccalaureate or higher degrees and which
have full regional accreditation or appropriate professional association
approval.
Section 2. Associate Membership. See Association
Charter and Bylaws Article XII, Sec. 2, e.
Section 3. Life Membership.
A. Paid Life Members. Any Branch member may become
a life member of the Association upon a one-time payment of twenty years'
dues, based on the amount of Association dues the year that member elects
to become a life member. Thereafter, the life member shall be exempt from
payment of Association dues. Paid life members who are members of branches
contine to pay annual State and Branch dues.
B. Fifty-Year Honor. Any Branch member who has paid Association
dues for fifty years shall become a life member and shall thereafter be
exempt from payment of Association, State, and Branch dues.
Section 4. Student Affiliation. An undergraduate student
enrolled in a qualified educational institution shall be eligible for
student affiliation. Student affiliates shall be entitled to attend Branch,
State, and Association meetings. Affiliates may not vote or hold office.
Section
5. International Reciprocity. A member of any one of the national
organizations or federations of the IFUW who is spending a period of a
year or less in this country may attend meetings of this Branch and enjoy
such privileges as may be afforded. Such a person shall have no voting
rights.
Section 6. Suspension or Expulsion. Any member who violates
Article IV, Sec. 2, of these Bylaws (Use
of the Association's Name) shall be suspended or expelled from membership
by the Association Board of Directors. At least three-fourths of the Association
Board shall concur that a violation has occurred. Suspension shall be
for a period of one year.
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ARTICLE VI: Financial
Administration
Section 1. Fiscal Year. The Branch fiscal year shall correspond
to that of the Association and shall begin on July 1.
Section 2. Dues.
A. Members. Dues for Branch members shall include Association,
State, and Branch assessments. Membership shall include a subscription
to the Association, State, and Branch publications.
1. Continuing Members. Dues are payable from April 1 to June 30
each year.
2. New Members. Applicants who join before January shall pay full
annual dues. Applicants who join between January 1 and March 31 shall
pay one-half the annual dues. Members joining after March 31 shall pay
full annual dues which carry membership until June 30 of the following
year.
B. Student Affiliates. Dues for student affiliates shall be established
by the Association Board and shall include a subscription to the Association
publication distributed to all members. Additional dues for State and
Branch membership may be set by the State and by the Branch and shall
include a subscription to publications.
C. Determination of Dues. Branch dues shall be fixed by a two-thirds
vote of the members voting at the Branch annual meeting upon the recommendation
of the Board.
D. Reciprocity. Payment of any additional dues shall be waived
for a transferring branch member whose current dues have been paid in
another branch.
Section 3. Finances
A. Accounting. The Branch shall provide for such audit
and control of its funds as is necessary for their safekeeping and complete
accounting.
B. Expenditures. No officer or member shall incure any expense
for the Branch without the authority of the Board or the members at a
Branch meeting, except that those with assigned budget lines may spend
within the confines of their budgeted amounts.
C. Examination of Financial Records. After the close of the fiscal
year, the President shall appoint an accountant from within or outside
of the Branch or two members from the Branch to examine the financial
records for the previous year of the Branch, the Scholarship Committee,
and any other committees or members who collect and disburse funds.
Section 4. Adoption of Budget. The Board shall submit the budget
for the ensuing year to the May annual meeting for adoption. The membership
shall receive a copy of the proposed budget at least two weeks prior to
the meeting.
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ARTICLE VII: Officers
Section
1. Elected Officers.
The
officers shall be President, Membership Vice President, Programs Vice
President, Community Vice President, Communications Vice President, Secretary,
and Treasurer. The general membership shall have the option to elect Co-Presidents.
Section 2. Elections. Elections shall take place at the
April meeting of the Branch. Nominations may be made from the floor, provided
the nominee is a member in good standing and the consent of the nominee
has been obtained in advance. Officers shall be elected by a majority
vote of those members present.
Section 3. Terms. Each officer
shall serve a term of two years or until her successor takes office. Installation
shall take place at the May annual meeting and officers shall take office
after installation, except the Treasurer, who shall take office on July
1. The Membership Vice President, the Community Vice President, and the
Secretary shall be elected in even-numbered years. The President, the
Programs Vice President, the Communications Vice President, and the Treasurer
shall be elected in odd-numbered years.
Section 4. Duties. Officers shall perform the duties prescribed
by these Bylaws, Branch policies, and Robert's
Rules of Order, Newly Revised. They shall perform any other duties
assigned by the President or the Board.
A. President. The President shall have the usual executive powers
of supervision and management pertaining to the office, and such other
powers and duties designated by the Board of Directors, and shall: 1)
preside at the meetings of the Branch and Board; 2) in consultation with
the Vice Presidents, appoint as follows: directors of Public Policy and
Enrichment Activities; Educational Foundation Liaison; chairs and members
of committees; and other persons as may be deemed necessary to carry on
the work of the Branch; 3) in consultation with the Enrichment Activities
Director, appoint leaders of the Enrichment Activities; 4) be a member
of the Budget Committee and an ex officio member of all other committees
except the Nominating Committee; 5) sign or endorse checks, drafts, and
notes in the absence or disability of the Treasurer; 6) represent the
branch in activities of the Association and the State; 7) be responsible
for matters required by the Association and State; and 8) execute, with
the Secretary, all legal documents of the Branch, when so authorized by
the Board.
B. Membership Vice President. The Membership Vice President shall
perform duties related to membership. Under her supervision shall be the
Membership Committee and such other committees and positions as may be
assigned to her by the Board. She shall also serve in the President's
absence and, until the next elections, assume the office of President
in the event of a vacancy in that office.
C.
Programs Vice President. The Programs Vice President shall be responsible
for the programs for Branch meetings and social events. Under her supervision
shall be the Programs Committee, the Social Committee, and such other
committees and positions as may be assigned to her by the Board.
D. Community Vice President. The Community Vice President shall
be the link between the Branch and its activities which impact upon the
community. Under her supervison shall be the Public Policy Director, the
Scholarship Committee, the Fundraising Committee, the Educational Foundation
Liaison, and such other committees and positions as may be assigned to
her by the Board.
E. Communications Vice President. The Communications Vice President
shall be responsible for communications within and outside the Branch.
Under her supervision shall be such committees and positions as may be
assigned to her by the Board.
F. Secretary. The Secretary shall be responsible for the minutes
of the membership and the Board, correspondence, notifying officers and
directors of their election or appointment, and notifying the appropriate
State and Association officers of particular Branch elections and appointments.
When so authorized by the Board, she shall execute all legal documents
of the Branch.
G. Treasurer. The Treasurer shall perform the duties usually pertaining
to that office and shall: 1) collect and receive all money due and be
the custodian of this money; 2) deposit the funds of the Branch in the
bank designated by the Board and disburse these funds only as authorized
by the Board; 3) be responsible for forwarding dues to the Association
and the State, and membership applications to the Association; 4) make
arrangements with recognized financial institutions regarding funds and
investments; 5) be responsible for funds that are collected and disbursed
by the committees and funds for special projects; 6) be a member of the
Budget Committee; 7) file tax and other forms that may be required by
government entities; and 8) present statements to the Board at its regular
meetings and an annual report to the annual meeting.
Section 5. Vacancies. Any vacancy shall be filled by a member
of the Branch appointed by the President and ratified by the Board. The
newly appointed officer shall serve until the end of the unexpired term.
A vacancy in the office of President shall be filled by the Membership
Vice President. If she is not available, the office shall be filled until
the next elections by a vote of the Board.
Section 6. Removal from Office. When an officer fails to
fulfill the duties of office over a sustained period of time, a two-thirds
vote of the Board, shall, after due notice, declare the office vacant.
The ensuing vacancy shall be filled according to Section 5.
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ARTICLE
VIII: Board of Directors and Executive Committee
Section
1. Board of Directors.
A.
Composition.
The
Board shall be composed of the elected officers and the following appointed
directors: Enrichment Activities Director; Public Policy Director; and
chairs of Membership, Programs, Social, Scholarship, and Fundraising standing
committees. The Immediate Past President and any Branch members who are
members of the State or Association Boards of Directors shall be courtesy
members without vote.
B. Terms. Members of the Board shall serve terms of two years or
until the successors have been elected or appointed. Terms commence after
the May annual meeting, with the exception of the Treasurer. (See also
Article VII, Sec. 3.)
C. Duties. In accordance with these Bylaws, the Board shall have
the general power to administer the affairs of the Branch and to carry
out its programs and policies and shall act for the Branch between meetings.
Duties include, but are not limited to: 1) managing and supervising the
business and activities of the Branch, subject to instructions from the
annual meeting; 2) accepting responsibility for matters required by the
Association and the State; 3) recommending to the membership additional
standing committees or changes in standing committees; 4) authorizing
special committees, enrichment activity groups, and such positions as
may be deemed necessary to carry on the work of the Branch; 5) ratifying
the President's appointments for vacancies left by elected members whose
terms have not expired; 6) reviewing and approving the proposed budget
before presentation to the membership; 7) recommending the amount of Branch
dues to the membership; 8) participating in the Interbranch Council; and
9) performing any other such duties as specified in these Bylaws.
D. Meetings. The Board shall meet at least eight times each year.
Additional meetings may be called by the President or four Board members.
Section 2. The Executive Committee. The Executive Committee
shall consist of the elected officers. It may act in the interim between
meetings, 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.
Section 3. Quorum. In both bodies, a quorum shall consist
of a majority of the members.
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ARTICLE IX: Committees and Enrichment
Activities
Section
1. Standing Committees.
A.
Mandated
Standing Committees.
These committees include Membership Programs, Social, Scholarship, and
Fundraising.
B. Other Standing Committees. The Board may recommend to the membership
the creation of additional standing committees. The Board may also recommend
disbanding standing committees except for the mandated standing committees.
C. Membership and Terms. A standing
committee shall have one or more members who are appointed by the President
in consultation with the Vice Presidents. With the exception of the Scholarship
Committee, committee chairs and members shall serve a term of two years,
concurrent with the terms of the Vice Presidents to whom they report.
Section 2. Special (Ad Hoc) Committees
A. Budget Committee. The Budget Committee shall be composed of
the President, the Treasurer and two members appointed annually by the
President before February 1. One of these two shall serve as chair. The
Treasurer shall not serve as chair. The committee shall prepare a proposed
budget for the following year and submit it to the Board before April
1, unless the Board directs otherwise.
B. Nominating Committee. The Nominating Committee shall be composed
of five members. Annually, at least three months prior to the elections
of officers, the President shall appoint the chair, usually a member of
the previous committee, and two members of the Board to serve on the committee.
Two members shall be elected by the membership. The Nominating Committee
shall prepare a slate of officers. They shall report to the members of
the Branch at least two weeks before the elections and present the slate
at the April Branch meeting.
C. Additional Special Committees. Additional special committees
may be authorized by the Board for specific tasks of limited duration.
Chairs and members shall be appointed by the President in consultation
with the Vice Presidents. Special committees may include Bylaws and Audit
Committees.
Section 3. Committee Reports. The functions, procedures,
and accomplishments of committees shall be described in annual committee
reports that shall be submitted to the Vice Presidents and the President.
Section 4. Enrichment Activity Groups. Enrichment activity
groups may be authorized by the Board for study, service, development
of opportunities, education, and other interests of the members that conform
to the purpose of the Branch. The liaison between the groups and the Board
shall be the Enrichment Activities Director. She shall be appointed by
the President for a two-year term.
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ARTICLE X: Branch Meetings
Section
1. Branch Meetings. There
shall be at least seven meetings of Branch members each year. Said meetings
may be program meetings, business meetings, or a combination of both.
Section 2. Annual Meeting. An annual meeting of the Branch shall
be held during the month of May. The purpose shall be to install officers,
receive reports of officers and committees, adopt a budget, fix dues,
amend bylaws, if necessary, and conduct such other business as may be
required.
Section 3. Quorum. One-seventh of the members of the Branch
shall constitute a quorum. A quorum is not required for a program meeting.
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ARTICLE
XI: Property
Section
1. Title. The
title of all property, funds, and assets of the Branch 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 purpose
contrary to those of the Association.
Section 2. Dissolution. In the event of the dissolution of the
Branch, all assets of the Branch, after payment of outstanding obligations,
shall be transferred and delivered to the Association's Educational Foundation,
the Legal Advocacy Fund, another branch or to another AAUW entity, as
determined by the Board. In any event, no part of the remaining assets
shall inure to the benefit of any individual member of the Branch.
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ARTICLE XII: Conventions
Section
1. Delegates.
Delegates and alternates to the Association convention shall be elected
by the Branch and certified by the Branch president. The 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. Voting Rights. The
convention shall be open to all members, but only duly accredited delegates
shall be entitled to vote, offer motions and resolutions, and debate.
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ARTICLE
XIII: Forfeiture of Branch Status
Section
1. Loss of Recognition as a Branch.
The Branch shall be deemed to have forfeited its right to continue as
a branch for any of the following reasons:
A. having fewer than 15 members for 24 consecutive months;
B. failing to forward the required dues to the Association for two years;
C. violating the purpose of the Association or the provisions of its Charter
and Bylaws;
D. having Branch Bylaws or practices in conflict with the Association's
Charter and Bylaws.
Section 2. Forfeiture Review Procedure. If the Branch appears
to have violated one of the above, the State president or the Association
president shall notify the Branch of its right to file a written appeal
to the State within a designated period. After reviewing the presentation
made by the Branch, the State shall forward its findings and recommendations
to the Association. The Association
shall then afford the Branch a full opportunity to present its views.
If it decides that the Branch has forfeited its branch status, the Association
shall notify the Branch President that recognition has been withdrawn.
Section 3. Discontinuance of a Branch. In the event that
the Branch is unable or unwilling to continue to function, the Branch
President shall notify the State membership vice-president, the regional
director, and the State president, who shall, in turn, notify the Association.
The Association shall have final authority to withdraw recognition of
the Branch.
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ARTICLE
XIV: 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.
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ARTICLE XV: Indemnification
The officers
and members of the Board and any volunteer serving on its behalf shall
be indemnified for any costs, expenses, or liabilities incurred as a result
of the performance of their duties as provided in N.J.S. 2A:53A-7.1,
or any amendments thereto.
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ARTICLE XVI: Amendments
to the Bylaws
Provisions
of these Bylaws
not governed by the Association or State bylaws may be amended by a two-thirds
vote of those present and voting at the annual meeting or any regular
meeting of the Branch, provided notice of the proposed amendments shall
have been given at the previous regular meeting or published in the newsletter
at least two weeks in advance of the meeting. Amendments required by the
Association or State 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 their Articles of Incorporation.
Last
revised: 8/27/2007