By Laws Ofthe American Association of University Women Ofthe State of New York, Inc

BY LAWS OFTHE AMERICAN ASSOCIATION OF UNIVERSITY WOMEN OFTHE STATE OF NEW YORK, INC.

ARTICLE I.NAME AND GOVERNANCE

Section 1. Name

The name of this organization shall beAmerican Association of UniversityWomen of the State of New York, Inc.,hereafter called “the Organization” orAAUW-NYS”.

Section 2. Governance

The bylaws of AAUW-NYS shall in noway conflict with the AAUW Bylaws.

ARTICLE II. PURPOSE

The purpose of AAUW is to advanceequity for women and girls througheducation, advocacy, philanthropy, andresearch. The purpose of AAUW-NYSshall be to further the AAUW mission,program, and policies within theorganization and promote, encourage, andcoordinate the work of the branches withinAAUW-NYS.

ARTICLE III.USE OF NAME

Section 1. Policies and Program.

Thepolicies and program of AAUW shall bebinding on all members, and no membershall use the name of AAUW to opposesuch policies or program. Establishedchannels may be used to change a policy orprogram.

Section 2. Proper Use of Name andLogo.

The name and logo of AAUW maybe used only by individuals and groupsacting in a lawful and ethical manner,consistent with AAUW policies andprocedures. States and branches that aredelinquent in filing required tax, corporate,and/or bylaws documents with AAUWand/or the IRS are prohibited from publicuse of the name and logo. Furthersanctions for misuse of name, includingloss of AAUW affiliation, may be imposedby the AAUW Board of Directors,especially in regard to any statement oraction that misrepresents or jeopardizes thetax status of AAUW.

Section 3. Individual Freedom ofSpeech.

The freedom of speech of theindividual member to speak a personalopinion in the member’s own name is notabridged.

ARTICLE IV.MEMBERSHIP AND DUES

Section 1. Membership.

a. Individual Member Eligibility. Agraduate holding an associate orequivalent, baccalaureate, or higherdegree from a qualified educationalinstitution or a foreign degreeacceptable as a basis for admissionby graduate schools at qualifieduniversities of the United Statesshall be eligible to receiveadmission to AAUW membership;such membership shall be grantedupon payment of AAUW dues. Theprovisions set forth in this sectionare the sole requirement foreligibility and admissibility tomembership. Refusal to admit aneligible graduate to branchmembership shall result in loss ofrecognition of a branch.

b. All branches of AAUW within theboundaries of the Organizationshall be members of the AAUW-NYS.

c. Individuals who meet the criteriafor membership as described in theAAUW Bylaws, Article IV areeligible to be admitted tomembership in this Organization.The provisions set forth in thissection are the sole requirements ofeligibility and admissibility formembership. The AAUW-NYSmember shall be entitled to vote,hold office and participate in allactivities and programs and receivethe publications distributed to allmembers.

d. A member of AAUW residingwithin the boundaries of theOrganization may become amember of AAUW-NYS uponpayment of AAUW-NYS dues.

e. A member may be suspended ordropped from membership for anyconduct that tends to injure AAUWor to affect adversely its reputation,or that is contrary to or destructiveof its mission according to theAAUW policies and procedures.

f. An undergraduate student enrolledin a qualified educationalinstitution shall be eligible forstudent affiliation with AAUW-NYSupon payment of feesestablished by AAUW and theAAUW-NYS board of directors.Student affiliates shall be entitledto attend meetings of AAUW andAAUW-NYS and to receive thepublications distributed to allmembers. Affiliates may not votenor hold office.

g. AAUW-NYS shall havegeographic districts established forsuch purposes as communicationand leadership selection.

Section 2. Dues.

a. The state dues amounts forAAUW-NYS members and studentaffiliates shall be determined by atwo-thirds (2/3) affirmative vote ofthe AAUW-NYS Board ofDirectors.

b. Paid life members of AAUW, asdefined in AAUW policy, who arebranch members within theboundaries of the Organization, arerequired to pay annual AAUW-NYSand branch dues.

c.Fifty-Year Honorary Life Membersof AAUW are exempt frompayment of AAUW and AAUW-NYSdues.

d. New members may join at anytime. Dues are payable uponjoining. The national portion of thedues paid by new members for lessthan a full year is determined byAAUW.

e. The fiscal year of AAUW-NYSshall correspond with that of theAAUW and shall begin July 1.

f. Each branch shall pay annual statedues for each member belonging tothe branch. Payment of the annualstate dues entitles each member to asubscription to the statepublication. Dues are payable tothe AAUW-NYS and forwarded bythe branch treasurer, postmarked nolater than July 1. Dues of newmembers may be accepted at anytime.

g. All AAUW branches shall have areciprocal membership policy.Payment of any additional dues forthe current year shall be waived fora transferring member whose dueshave been paid to anotherOrganization branch; likewise,payment of any additional dues toAAUW-NYS for the current yearshall be waived for a transferringmember whose dues have beenpaid to another AAUW stateorganization.

h. A member belonging to AAUW-NYSbut not a member of a branchin AAUW-NYS shall pay annualdues to the AAUW-NYS treasureror a designee of the AAUW-NYSBoard.

i. An AAUW-NYS branchrecognized by AAUW betweenJanuary 1 and June 30 shall payAAUW-NYS dues for eachmember at half the annual amount.

j. A member holding dualmembership within AAUW-NYSshall pay state dues to that branchwhere he/she holds his/her regularmembership, i.e. where her AAUWdues are paid and recorded.

ARTICLE V.NOMINATIONS ANDELECTIONS

Section 1. Nominating Committee

a. There shall be a NominatingCommittee elected by the followingprocedure as outlined in theNominating Committee handbook:

1. Each district coordinatorshall forward to thepresident a list of candidatesfor the NominatingCommittee from his/herdistrict that have consentedto be elected.

2. Each district shall elect onemember to the NominatingCommittee to serve a two-year term, the first asdistrict alternate and thesecond as voting member.

3. The Board of Directorsshall elect by majority votedirectors to serve asNominating CommitteeChair, Assistant andAlternate.

b. No committee member shall servemore than two consecutive years.

c. The voting district member andalternate may not be from the samebranch without prior approval ofthe Executive Committee of theAAUW-NYS board.

d. If the voting member mustrelinquish her position, thealternate will become the votingmember and the president willappoint a replacement alternate. Ifthe alternate must relinquish herposition, the president will appointa replacement with the approval ofthe Board of Directors.

Section 2. Nominations

a. Suggestions from the branches fornominees to serve on the AAUW-NYSBoard of Directors shall besubmitted in writing to the Chair ofthe Nominating Committee by thedate established by the Board ofDirectors. The NominatingCommittee Chair shall report to themembers of the Committee allnames received.

b. The Nominating Committee shallreview the application materialsand present a slate of qualifiedcandidates to the AAUW-NYSBoard of Directors forconsideration. An approved slateshall be presented to each memberthrough the state newsletter at leastthirty days prior to the StateConvention.

c. Nominations for board candidatesmay be made from the floor at thetime of the election, provided thewritten consent of the nominee hasbeen obtained. Floor nomineesassume all rights and privileges ofthe presented slate of nominees.

Section 3. Elections

a. The elected officers shall be electedat a state convention of dulyaccredited delegates.

b. Elections shall be by ballot exceptwhen there is only one candidatefor an office in which case theelection may be by voice vote.

c. A majority of the votes cast shallbe necessary for election.

d. All officers shall serve two-yearterms. The President, Program VicePresident, and Development VicePresident shall be elected in theeven year. The Membership VicePresident, Public Policy VicePresident, Secretary/Bylaws,and Treasurer are to be elected in theodd year.

ARTICLE VI. OFFICERS

Section 1. Officers

a. The elected officers of AAUW-NYS shall include aPresident, a Program VicePresident, a Membership Vice President, a Development VicePresident, a Public Policy VicePresident, a Secretary/BylawsChair, and a Treasurer. No branchshall have more than one officerelected in the same year. Theofficers should be chosen with dueregard to geographicalrepresentation.

b. The appointed directors of the stateshall be a Director ofAdministration, a Director ofCommunications, and up to 15other such directors as shall bedeemed desirable by the Board ofDirectors to carry on the work ofthe Organization. These directors shall beappointed by the president inconsultation with the ExecutiveCommittee.

Section 2. Qualifications for Office

a. The elected and appointed officersshall be members of AAUW andAAUW-NYS.

b. Elected and appointed officers shallbe chosen for their experience andwork in AAUW and/or theiraptitude for the duties andresponsibilities of the office withdue regard for geographicalrepresentation and rotation inmembership.

1. No officer shall hold more than oneoffice at a time.

Section 3. Terms of Office

The term of each officer shall begin onJuly 1; however, the incoming orcontinuing president may call meetings ofthe incoming executive committee andboard of directors prior to July for thepurpose of approving appointments andmaking plans for the coming year.Officers shall serve for a term of two yearsor until their successors have been electedor appointed and have assumed office. Nomember shall hold the same office formore than two consecutive terms. A termshall be defined as a year or more of a fulltwo-year period. A period of less than oneyear is not to be considered when countingyears of board service. The officerselected in a given year shall be members ofdifferent branches.

Section 4. Vacancies

A vacancy in any office except thatof the president shall be filled byelection by the Board of Directors.Such a vote may be taken by inperson meeting, by conference call,or by mail. A vacancy in the officeof president shall be filled by theprogram vice president.

ARTICLE VII. DUTIES OFOFFICERS

Section 1. President

a. AAUW responsibilities as officialrepresentative of the state:

1. Act as the official channelof communication betweenAAUW and AAUW-NYS.

2. Present an annual report atthe AAUW-NYSConvention.

3. File the names andaddresses of incoming andcontinuing elected officersand appointed directors andchairs with the AAUWMembership Records officeno later than June 1st. Thislist shall include the nameof a person other than thepresident and treasurer whowill record and makeavailable upon request theminutes of each meetingand board meeting.

4. Ensure that the AAUW-NYSbylaws are broughtinto conformity with theBylaws of AAUW aftereach AAUW Convention.

5. Visit a petitioning groupdesiring to form a branchand discuss the program ofthe AAUW and theirdesirability of organizing abranch. The President maydesignate an officialrepresentative to act in thePresident’s stead. Afteradvising the existing branchor branches in the area fromwhich the petitioning groupmay draw membership, theAAUW-NYS Presidentshall make arecommendation to theAAUW-NYS Board ofDirectors.

a. When the AAUW-NYSboard approval isgiven, the AAUW-NYSPresident shallnotify the Membershipoffice at AAUW anddirect the AAUW-NYSMembershipVice President tocontinue organizingactivities with thepetitioning group,including thepreparation of bylaws.

b. In the event that theAAUW-NYS Boardof Directors fails togive approval to thepetitioning group ofgraduates qualifiedto organize a branch,the AAUW-NYSPresident shall senda written report toAAUW.

6. Notify a branch, whichappears to have forfeited theright to continue as abranch, requesting it topresent its reason forexistence in writing to theAAUW-NYS board ofdirectors at its next meeting.

b. State Responsibilities

1. Preside at all meetings ofthe AAUW New York StateBoard of Directors and theExecutive Committee.

2. Appoint, after consultationwith the ExecutiveCommittee, directors ofareas of interest, chairs ofall task forces andcommittees except thenominating committee andthose otherwise providedfor in these bylaws.

3. Represent AAUW-NYS inall work with otherorganizations and atmeetings and conferences,as the official representativeof AAUW-NYS.

4. Serve as an ex-officiomember of all task forcesand committees except theNominating Committee.

5. Perform all other dutiesusually pertaining to theoffice.

Section 2. Vice Presidents

There shall be at least four Vice Presidentsof AAUW-NYS: a Program VicePresident, a Membership Vice President,a Development Vice President and aPublic Policy Vice President.

a. Program Vice President

1. Serve as chair of thecommittee on programdevelopment.

2. Assume the duties ofPresident in the President’sabsence or inability toserve.

b. Membership Vice President

1. Serve as chair of thecommittee on membership.

2. Continue organizingactivities with a petitioninggroup, includingpreparation of bylaws at thedirection of the statepresident.

3. Act as the presiding officerin the absence of both thePresident and Program VicePresident.

c. Development Vice President

1. Serve as chair of theDevelopment Committee.

2. Act as presiding officer inthe absence of thePresident, Program VicePresident, and MembershipVice President.

d. Public Policy Vice President

1. Serve as chair of theAAUW-NYS Public PolicyCommittee.

1. Act as presiding officer inthe absence of thePresident, Program VicePresident, MembershipVice President, and Development Vice President.

Section 3. Secretary/Bylaws

a. Keep the minutes of the annualconvention and of the meetings ofthe Board of Directors and theExecutive Committee.

b. At the close of the AAUW-NYSAnnual Meeting, send each branchnot present at the convention acopy of the Convention Booklet,Business Meeting Agenda, andcopies of resolutions broughtbefore the convention.

c. Act as Bylaws Chair for AAUW-NYS.

Section 4. Treasurer

a. Oversee the collection of state duesand other money and disburse thesame upon the order of the AAUW-NYSBoard of Directors or theAAUW-NYS President, unlessotherwise authorized by theAAUW-NYS Board of Directors.

b. Render a properly audited accountat the annual meeting and at suchother times as may be designatedby the AAUW-NYS President, orat the request of 10% of the Boardof Directors.

c. Pay all bills authorized by thebudget adopted by the Board ofDirectors. Budget line expensesexceeding the allocated amount upto 20% must be approved by theBoard President. Budget lineexpenses exceeding the budgetedamount by over 20% must beapproved by the AAUW-NYSExecutive Board.

d. Act as chair of the FinanceCommittee.

Section 5. Annual Reports

All elected officers and appointed boardmembers shall submit annual reports to thePresident and the membership. All reportsshall be available in writing at the annualconvention and shall be sent electronicallyby the President or her representative tomembers upon request.

ARTICLE VIII. BOARD OFDIRECTORS

Section 1. Composition

The Board of Directors shall include theelected officers and appointed directors.The number of directors shall be set by theBoard of Directors, and may be increasedor decreased by majority vote of the entireBoard of Directors.

Section 2. Powers and Duties

a. AAUW-NYS Administration:In accordance with the bylaws andconvention action, the Board ofDirectors shall have the generalpower to administer the affairs ofAAUW-NYS and to initiate andcarry out its program and policiesbetween Organization conventions.The Board may adopt rules togovern its proceedings. It alsoshall:

1. Review and approve thebudget and accept the auditreport/financial review.

2. Elect the required membersand Chair of theNominating Committee.

3. Approve the programs forstate meetings.

4. Fill the vacancy of anyOfficer except that ofPresident.

b. Branch Supervision

1. AAUW-NYS Boardmembers shall serveannually as liaisons to thebranch presidents asassigned by the AAUW-NYSPresident.

2. Creation: Uponrecommendation of theAAUW-NYS President, theAAUW-NYS Board ofDirectors shall have theauthority to recommend inwriting the application ofany group of AAUWmembers qualified to form abranch within the stateunder the AAUW Bylaws.

3. Forfeiture: The AAUW-NYSBoard of Directorsshall review the findings ofany branch which shallappear to have forfeited itsrights to continue as abranch under the AAUWBylaws and recommendaction to be taken. Abranch shall be deemed tohave forfeited its right tocontinue as a branch if thebranch has violated thepurpose of AAUW or themaintained branch bylawsor practices in conflict withthe Bylaws or policies ofAAUW. The branch shallhave the right to appeal tothe Board of Directorswithin a designated period.If there is no branchcontact, AAUW-NYS mayinitiate the process ofdiscontinuance of thebranch.

Section 3. Meetings and Quorum

a. Regular Meetings. Regularmeetings of the Board of Directors

shall be held at least once a year.

b. Special Meetings. Specialmeetings of the Board of Directorsshall be called at any time by thePresident or upon the writtenrequest of eight members of theboard, provided that at least 30days’ notice of such a meeting andits agenda shall have been given tothe members of the board.

c. Quorum. The quorum for ameeting of the Board of Directorsshall be a majority of the AAUW-NYSBoard members.

ARTICLE IX. EXECUTIVECOMMITTEE

Section 1. Composition.

TheExecutive Committee shall be composedof the elected officers of AAUW-NYS.

Section 2. Powers and Duties.

TheExecutive Committee shall:

a. Act for the Board of Directors inthe interim between meetings of theboard except to assume such dutiesas are specifically delegated to theBoard of Directors by these bylaws.

b. Confirm the appointments of chairsof task forces and appointedDirectors.

c. Provide for an audit or financialreview and proper control of funds.

Section 3. Meetings and Quorum

a. Meetings. The executivecommittee shall meet at the call ofthe President.

b. Quorum. A quorum shall be amajority of the members of the

Executive Committee.

ARTICLE X. COMMITTEES

Section 1. Committees.

The Board ofDirectors shall authorize standing andspecial committees and task forces asoutlined in the Working Rules.

Section 2. Qualifications and Termsof Committee Members

a. Committee and Task Forcemembers shall be members ofAAUW and AAUW-NYS.

b. Members of the standing andspecial committees and task forcesshall be chosen for their experienceand work in AAUW and/or theirspecial aptitude for the work of thecommittee with due regard forgeographical representation androtation in membership.

Section 3. Composition and Duties ofCommittees

a. Standing Committees. With theapproval of the Board of Directors,each standing committee shallformulate programs to carryforward the work of AAUW withinthe state. Each standing committeeshall cooperate with the appropriateAAUW committee and committeesin the branches to initiate andpromote projects of statewide andnational scope.

1. Special Committees and TaskForces. Special Committees andTask Forces shall perform suchduties as are assigned by the Boardof Directors.

Section 4. Reports.

Each committeechair shall submit a written report to theAAUW-NYS President at her request.

ARTICLE XI. RESPONSIBILITIESOF BRANCH OFFICERS ANDCHAIRS TO AAUW AND AAUW-NYS

Section 1. Duties of the BranchPresident.

The Branch President shall:

a. Notify AAUW and AAUW-NYSof the incoming branch officers anddirectors no later than June 1.

b. Be responsible for the updating ofthe branch bylaws after eachAAUW Convention and submittingthem as instructed to the AAUW-NYSSecretary/Bylaws by theOctober 31 or other designateddeadline.