THE AMERICAN ASSOCIATION OF
UNIVERSITY WOMEN
Bethlehem Pennsylvania
BYLAWS
ARTICLE I. NAME AND GOVERNANCE
Section 1. Name. The name of the organization shall be the American Association of University Women (AAUW) of Bethlehem, Pennsylvania, hereinafter known as the “Affiliate.”
Section 2. Affiliate. AAUW Bethlehem is an Affiliate of AAUW as defined in Article V.
Section 3. Legal Compliance. AAUW Bethlehem 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. As described below in Article V setting out the affiliate purpose, each Affiliate supports AAUW’s purpose which is set forth in the AAUW bylaws as follows:
The general purposes of the Association shall be in accordance with the requirements of the Internal Revenue Code of 1986, as amended, Section 501(c)(3) such that the Association shall be at all times “organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes” as described in the Code and any corresponding provision of any future United States Internal Revenue Law. In service of the purposes set out in the Articles of Incorporation, the Association’s specific purpose is to advance equity for women and girls. In keeping with this purpose, AAUW may:
a. promote equity, education, and development of opportunities for women and girls that enable them to realize their full potential;
b. provide fellowships and grants to women and girls;
c. cooperate with other organizations having mutual interests;
d. take such other actions as are permitted to a District of Columbia nonprofit corporation consistent with its purpose, the Articles and these Bylaws.
ARTICLE III. USE OF NAME
Section 1. Policies and Programs. The policies and programs of AAUW shall be binding on all members and Affiliates 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 logos of AAUW and this AAUW Affiliate may be used only by Members and Affiliates only according to policies and procedures established by the AAUW Board of Directors.
Section 3. Individual Freedom of Speech. These bylaws governing use of the name of AAUW shall not abridge the freedom of speech of any AAUW member to speak an opinion in the Member’s own name except that this Article shall govern whether the Member may identify AAUW in conjunction with that opinion.
ARTICLE IV. MEMBERS OF THE ASSOCIATION
Section 1. Membership. The membership of this Affiliate shall consist of individual AAUW members (“Individual Members”) and college/university members (“College/University Members”), as well as other membership categories as determined by AAUW.
Section 2. Member Qualification.
a. Individual Members.
(i.) Eligibility. An individual holding an associate (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 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.
(ii.) 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.
b. College/University Members. Any Accredited Higher Education Institution or other qualified higher education institutions located outside the United States, as determined by the 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 Board of Directors.
c. Other Organizational Members. The Board of Directors may set forth criteria for other organizations (“Organizational Members”) to join AAUW.
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 of Members.
a. Amount. 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 and dues shall be payable in accordance with the procedures established by the Board of Directors. Members shall be notified at least thirty (30) days in advance of the intent to consider a change in the dues, the proposed amount, and the rationale for the change.
b. Life Membership
i. Paid. An Individual Member may become a life member (a “Life Member”) upon a one-time payment of twenty years’ annual AAUW national dues, based on the amount of annual AAUW dues set in the year the Member elects to become a Life Member, but without credit for AAUW dues paid in prior years. Thereafter, the Life Member shall be exempt from the payment of AAUW national dues.
ii. 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 national dues.
Section 5. Membership Decisions.
a. Appeals. Any potential Member that has been refused admission to membership may appeal to the Board of Directors for review. The decision of the Board of Directors shall be final.
b. Removal. 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 purpose according to these Bylaws, with action taken following policies and procedures adopted by the 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. An AAUW Affiliate has no member status but is an independent local organization (incorporated or not) consisting of AAUW individual members who support AAUW’s purpose at a state or local level and which has been given the right to use AAUW’s name and has executed, and continues to comply with, the AAUW Affiliate Agreement approved by the AAUW Board and any other requirements established by the Board from time to time. Use of the AAUW name or logo by the AAUW Affiliate is subject to the Affiliate Agreement and approval of the AAUW Board of Directors.
Section 2. Organization.
a. Purpose. Affiliates shall promote the purposes, programs, and policies of AAUW.
b. Bylaws. As an AAUW Affiliate, this Affiliate shall develop bylaws as meet this Affiliates’ needs. However, any such bylaws shall not conflict with AAUW Bylaws, policies, or with applicable law. In the event of a conflict, the AAUW Bylaws shall prevail over this Affiliate’s bylaws unless the specific provision of the AAUW Bylaws is not permitted according to this Affiliate’s state statutes, in which case the Bylaws shall be construed as closely as possible to the original intent of the AAUW Bylaws as permitted by state laws.
c. Structure. As an AAUW Affiliate, this Affiliate may create such leadership structures as meet this Affiliate’s needs. This 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 any 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 this Affiliate is vested in this Affiliate. As an AAUW Affiliate, this 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 this 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 this Affiliate in all instances in which they are applicable and in which they are not inconsistent with this AAUW Affiliate 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 this Affiliate’s Board of Directors without a vote of the Affiliate’s membership and as prescribed by the AAUW Board of Directors.
ARTICLE VIII. GENERAL MEMBERSHIP
Section 1. Annual Meeting. AAUW Bethlehem shall hold an annual meeting to conduct the business of the Affiliate, including, but not limited to, electing officers, establishing dues, amending bylaws, and receiving reports. This meeting shall be held between April 1 and May 31.
Section 2. Membership Meetings. AAUW Bethlehem shall hold at least five (5) meetings during the fiscal year. The AAUW Bethlehem Executive Team shall determine the time and place for these meetings.
Section 3. Special Meeting Notice. Notice of special meetings shall be sent to all members of the Affiliate at least ten (10) days prior to the meetings.
Section 4. Quorum. The quorum shall be ten percent (10%) of the Affiliate membership.
ARTICLE IX. NOMINATIONS AND ELECTIONS
Section 1. Nominations. The nominating committee shall consist of three (3) members appointed by the AAUW Bethlehem Executive Team for a term of two (2) years. The chair of the nominating committee shall be selected by a majority vote of the committee members. The report of the nominating committee shall be made to the AAUW Bethlehem members at least six weeks prior to 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. Election shall be by ballot except that if there is only one nominee for an office, it shall be by voice vote. A majority vote shall constitute an election.
ARTICLE X. OFFICERS
Section 1. Officers. The elected officers for AAUW Bethlehem shall be a President, Vice President of Membership, Vice President of Program, Secretary, and Finance Officer.
a. The members of the Executive Team shall be President, Vice President of Membership, Vice President of Program, Secretary, and Finance Officer. The Past President may serve an advisory position on the Executive Team for a term of one year.
b. In the event that a President is not elected, the remaining members of the Executive Team shall fulfill the duties of the president.
c. Officers shall serve for a term of two (2) years and are eligible for up to and including three (3) consecutive two (2)-year terms. Terms of office shall begin on July 1.
d. No elected officer shall hold more than one office at a time, and no elected officer shall be eligible to serve more than three (3) consecutive terms in the same office.
e. Vacancies in any office shall be filled for the unexpired term by the President/Executive Team.
f. Each office may be filled with an officer or co-officers.
g. The following officers shall be elected in even years: President, Vice President of Program, and Secretary. The following officers shall be elected in odd years: Vice President of Membership and Finance Officer.
Section 2. Duties.
a. Officers shall perform the duties prescribed by these bylaws and by the policies and procedures adopted by the Executive Team.
b. The President, or the Executive Team in the absence of a president, shall be the official representative for the Affiliate and shall be responsible for submitting such reports and forms as required by AAUW.
c. The Vice Presidents shall perform such duties as the Executive Team shall direct and as specified in branch policies and job descriptions.
d. The Secretary shall record and keep minutes of all Executive Team, Membership, and Special Meetings and make available the minutes of each meeting within two weeks after the meeting.
e. The Finance Officer shall be responsible for collecting, distributing, and accounting for the funds of the Affiliate and for meeting specific deadlines.
f. All officers and chairs shall submit annual reports to the Archive Chair.
g. The Executive Team will be reported to AAUW National as the contacts for administration and for the offices they hold.
Section 6. Committee Coordinators.
To effectively operate AAUW Bethlehem, the Executive Team may establish standing and special committees as needed and shall appoint Coordinators to formulate programs and activities to carry out the mission of AAUW.
Section 7. Meetings. Meetings of the Executive Team shall be held at least five (5) times a year at a time and place agreed upon. Committee Coordinators may request to attend a meeting of the Executive Team as needed. Meetings of the Membership shall be held annually in the Spring to elect officers, amend bylaws, set the dues amount for the upcoming fiscal year and conduct any other noticed business. Notice of the annual meeting shall be sent to all members of AAUW Bethlehem at least ten days prior to the meeting.
Section 8. Quorum. The quorum for meetings of the Executive Team shall be a majority of the voting members. The quorum for a meeting of the membership shall be 10% percent of the membership.
ARTICLE XI. FINANCIAL ADMINISTRATION
Section 1. Fiscal Year. The fiscal year shall correspond with that of AAUW National and shall begin on July 1.
Section 2. Financial Policies. The Executive Team 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 Executive Team shall adopt an annual budget.
ARTICLE XII. AFFILIATE AMENDMENTS TO THE BYLAWS
Provisions of the Affiliate’s bylaws not mandated by AAUW may be amended by a two-thirds (unless otherwise stipulated by state law) vote of members voting after a quorum is attained. Proposed bylaws amendments shall be sent to the entire membership at least thirty (30) days prior to the applicable meeting.
ARTICLE XIII. INDEMNIFICATION
Every Executive Team or committee member may be indemnified by the Affiliate against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such Executive Team or committee members in connection with any threatened, pending, or completed action, suit, or proceeding in which the Executive Team or committee member may become involved by reason of being or having been a member of the Executive Team or committee, 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 Affiliate Executive Team approves such settlement and reimbursement as being in the best interest of the Affiliate. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the member of the Executive Team or committee is entitled.
Date Last Amended:
January 2025
January 2017
May 2016
January 2013
May 2012
October 2009
February 2007
February 2001