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

Section 2. Affiliate. AAUW Sarasota 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.


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.


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.


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.

    1. Individual Members.
          • 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.
          • 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.
          • 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.
          • Life Membership.
          • 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.
          • 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.


        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.

                1. 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.
                2. 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.

                1. Purpose. Affiliates shall promote the purposes, programs, and policies of AAUW

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

        b.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.

                1. The AAUW affiliation status of an Affiliate may be revoked for cause through affiliation review procedures specified by the AAUW Board of Directors.
                2. 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.


        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.


        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.



        Section 1. Nominating Committee-

                1. There shall be a Nominating Committee of five (5) members elected by the following procedure:
                • The Chair shall be elected by the membership.
                • Two (2) members of the Board of Directors (hereinafter known as the “Board”) shall be elected by the Board prior to the first meeting of the Nominating Committee.
                • Two (2) members shall be elected by the voting body at the first Branch meeting of the fiscal year.
                • Committee members, other than the Chair, will serve for one year.
                1. The Nominating Committee shall prepare a slate of candidates to be presented at the Branch meeting the month prior to the election date. Additional nominations may be made from the floor during elections. Consent of the nominees must be obtained before their names are placed in nomination.

        Section 2. Elections and Rotation.

                1. All Branch members in good standing are eligible to vote.
                2. The President, Vice-President, Director for Membership, Director for Public Policy and Director for Communications shall be elected in even-numbered years. The Treasurer,

        Secretary, Director for Program, Director of Education Programs, and Director for Nominations shall be elected in the odd-numbered years. Elections shall be held at the annual meeting of the Branch in April. If there is only one nominee for any office, the nominee will be declared elected.

                1. Officers shall assume their duties on July 1.


        Section 1. The elected officers of the Branch shall include the President, Vice President,

        Secretary and Treasurer. The elected directors shall include Director for Program, Director for Membership, Director for Public Policy, Director for Communications, Director of Education Programs and Director for Nominations

        Section 2. The Executive Committee shall be composed of the four elected officers.

        Section 3. Elected officers shall be members of the Branch.

        Section 4. The term of office shall be two (2) years. No Board member shall serve more than two (2) terms consecutively in the same position. A Board member may remain in office until the replacement is elected and assumes office.

        Section 5. A vacancy in any office other than the President shall be filled for the unexpired term by the Board at their discretion to be ratified by the membership at the next Branch meeting.


        Section 1. The Board shall be composed of the elected Officers and Directors. Section 2. Meetings and Quorum.

                1. Regular meetings of the Board shall be held at least five times each year at the call of the President at such times and place as she shall designate.
                2. Special meetings of the Board shall be called at any time by the President or upon the request of three (3) members of the Board or ten percent (10%) of the members of the Branch, provided that at least five (5) days notice of such meeting and its agenda shall have been given to the members of the Board.
                3. The quorum for a meeting of the Board shall be a majority of its voting members, who may be present in person or present electronically. No proxy votes shall be allowed.
                4. Notice of the Board meetings may be made by the newsletter, telephone or electronic means.


        Section 1. The Board shall perform the duties prescribed by the Bylaws and by the parliamentary authority adopted by AAUW . The Board shall facilitate and promote the purpose and mission of AAUW and shall accept responsibility for such matters as are delegated by AAUW and AAUW Florida. All officers and directors shall make written annual reports.

        Section 2. Duties of the Officers.

                1. The President shall have the usual executive powers of supervision and management such as may pertain to the office of president, and such other powers and duties as designated by the Board, and shall:
                • officially represent the branch in all activities;
                • be responsible for submitting reports and forms as required by AAUW and AAUW Florida; (3) shall, with the approval of the Board, appoint individuals as are necessary to carry out the work of the Branch;

        (4) shall serve as ex-officio member of all committees and task forces (except for the nominating committee).

                1. The Vice President shall:
                • perform such duties as may be assigned by the President and the Board;
                • act as presiding officer in the absence of the President;
                • perform the duties of the President in all cases when the President is unable to serve.
                1. The Secretary shall:
                • record the minutes of the meetings of all Board and Branch meetings;
                • maintain all official records;
                • have available at all meetings a copy of the current Bylaws and the minutes covering the last two (2) years;
                • monitor incoming postal and electronic mail.
                1. The Treasurer shall:
                • be responsible for all monies due to the Branch;
                • pay all authorized bills;
                • keep a proper set of books;
                • render an annual financial report at the annual meeting;
                • render a financial report at Board meetings, Branch meetings and at such other times as directed by the Board;
                • submit a proposed budget to the Board prior to the annual meeting;
                • submit a proposed budget for approval by the members at the annual meeting;
                • chair the Finance Committee;
                • submit monies and reports to AAUW and AAUW Florida;
                • insure that all checks drawn on the Treasury of the Branch shall be signed by any two (2) of the following officers: President, Vice President, Secretary and Treasurer.

        Section 3. Duties of the Directors.

                1. The Director for Program shall:
                • implement and coordinate the overall program of the branch;
                • chair the Program Committee which includes hospitality, social events and special projects.
                1. The Director for Membership shall: (1) coordinate new and renewal memberships in cooperation with the Treasurer;
                • chair the Membership Committee;
                • assume responsibility for developing and maintaining membership ;
                • coordinate Interest Group activities;
                • shall serve on the Nominating Committee without a vote.
                1. The Director for Public Policy shall coordinate activity to support AAUW public policy goals.
                2. The Director for Communications shall chair the Communications Committee consisting of public relations, Synthesis, and social media.
                3. The Director for Education Programs shall:
                • Serve as a liaison to local educational institutions;
                • Be responsible for coordinating educational program activities.

        f.The Director for Nominations shall chair the Nominating Committee and shall be responsible for submitting a slate of candidates for branch offices.

                1. The Past President is an ex-officio member of the Board but does not count in the quorum and does not have a vote.

        Section 4.The President may appoint the following positions or others necessary to carry out the work of the Branch:

        a.The Parliamentarian would:

        (1) act in an advisory capacity to the President on questions of parliamentary procedure; (2) serve as an ex-officio member of the Bylaws committee.

                1. The Historian would assemble material of historic value to be placed in the archives.
                2. The Bylaws Chair would be responsible for Branch Bylaws being in conformity with the AAUW Bylaws and the AAUW Florida Bylaws.

        Section 5. The Executive Committee 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.


        Section 1 .There may be established Standing Committees as shall be considered necessary by the Board such as Finance, Program, Membership, Public Policy, Communications, and Education.

        Section 2. There may be established special Committees as shall be considered necessary by the Board.

        Section 3. Chairs and members of committees shall be appointed jointly by the President and Board.


        Section 1. The fiscal year of AAUW Sarasota shall correspond with that of AAUW and shall be July 1 through June 30. Section 2. Amount of Dues.

        a.AAUW Members shall pay dues for AAUW, AAUW Florida and the Branch which shall include a subscription to any publications distributed to all members. The Branch annual dues shall be fixed by a two-thirds majority vote of the members present at a Branch meeting provided that a Notice of Motion was given at least 30 days in advance of such meeting.

                1. Dual Members shall pay Branch dues. If their primary branch is not in Florida, they shall pay Florida dues.
                2. Paid Life: a member who has paid a life membership to AAUW is exempt from national dues but pays state and Branch dues.
                3. Honorary Life: a member who has belonged to AAUW for 50 years is exempt from national dues but pays state and Branch dues.

        Section 3. Budget. The annual budget for the Branch shall be prepared by the Finance Committee, for recommendation by the Board to the membership. Approval of the budget requires a two-thirds majority vote of the members present at the annual meeting.

        Section 4. Endowment Funds. The Board shall provide direction to the Community Foundation with the intention that the entire available balances from the endowment funds are disbursed by the end of each fiscal year according to the priorities of the Branch. The spending priorities shall be recommended by the Board and approved by a two-thirds majority vote of the members present at the annual meeting.

        Section 5. Financial Review. The Board shall arrange an annual financial review by an independent party that includes a review of internal controls, as are necessary to assure safekeeping and complete accounting.

        Section 6. No indebtedness in excess of $50 over amounts provided in the budget shall be incurred by any member except upon the approval of the Board of Directors.

        Section 7. No expenditure in excess of $300 not specifically budgeted may be approved by the Board except upon approval of the members.

        ARTICLE XIV. MEETINGS Section 1. Time, Place and Notification

                1. There shall be a minimum of five Branch meetings each year.
                2. The Branch shall hold the annual general meeting in April for the purposes of the election of officers and directors, acceptance of the annual financial report and approval of the proposed budget for the following year.
                3. Time and place of the Branch meetings shall be determined by the Board.
                4. Notice of meetings shall be sent to all Branch members at least thirty (30) days prior to the meeting.
                5. All Board and Branch meetings shall be open and may be attended by any member.
                6. Ten percent (10%) of the membership shall constitute a quorum. No proxy votes shall be allowed.

        Section 2. Special meetings shall be called by the President or on the written request of ten percent (10%) of the members of the Branch.


        The Branch will obtain management liability insurance for officers, directors and committee members.


        Section 1. The provisions of these Bylaws not governed by the AAUW National or Florida Bylaws may be amended by the Branch membership at any Branch meeting provided Notice of Motion of the proposed amendment shall have been given at the previous regular Branch meeting or in writing, including electronic, to every member at least thirty (30) days in advance of the Branch meeting.

        Section 2. Changes required to bring Branch Bylaws into conformity with the Bylaws of AAUW and AAUW Florida shall be made without the necessity of a vote of the Branch members. Section 3. These bylaws shall be reviewed every five years or when directed by the Board.

        Date amended:

        May 2014
        March 2017