2023 AAUW Bylaws Proposed Changes
Over the past two years, AAUW has engaged in its regular and periodic review of the organization’s national bylaws.
This process is undertaken in accordance with the bylaws and led by the Governance Committee to ensure our organization’s governing documents and processes are in alignment, current good governance practices are implemented, and to address questions or concerns that may have developed since the last review. For reference, the Governance Committee is made up of members (see below) of AAUW who are tasked with, among other things, conducting a regular review of the bylaws and making recommendations for updates and changes. The committee’s recommendations are submitted to the Board for approval and then to the membership for a vote. As part of this process, feedback is also sought from the membership and member comments are taken into consideration in finalizing the draft to be submitted for vote of the membership. Because of the intertwined nature of each of the bylaw provisions, the resulting draft is presented for approval as a whole to avoid piecemeal changes that, when taken as a whole, cannot stand from a governance perspective. The Governance Committee and the Board recommend a vote to approve the proposed changes.
Governance Committee:
- Chair, Malinda Gaul, San Antonio (TX) Branch and National AAUW Board
- Board Secretary, Cheryl Sorokin, Marin (CA) Branch, CA Online Branch and National AAUW Board
- Alanna Arnold, Medina County (OH) Branch
- Lisette Garcia, National AAUW Member and National AAUW Board
- Loreen Ginnitti, Jamestown (NY) Branch
- Janine Greenwood, Reston-Herndon (VA) Branch
- Ruth Holst, Chicago (IL) Branch
- Jeanie Latz, AAUW Missouri and National AAUW Board
- Christine Schmitz, Baltimore (MD) Branch and Maryland Online Branch
- Paula Tomko, Johnstown (PA) Branch and CA Online Branch
- Jan Van Gasse, Iron Mountain-Kingsford (MI) Branch
High-Level Summary Overview of the Proposed Changes in the Amended and Restated Bylaws
- Articles have been moved and re-organized to provide a better flow of information and structure by grouping similar and related articles together and, where possible, clarifying and streamlining the organizational structure.
- References to tax-exempt code sections and regulations have been updated to reflect current usage and best practices.
- Additional changes were made to ensure internal consistency within the bylaws and with other AAUW governing documents.
- Membership has not changed but this section has been reorganized to better incorporate the treatment of dues categories and membership decision processes.
- Affiliate language has been simplified to reflect that requirements for affiliates are established in the affiliate agreement and need not be repeated here.
- Previously, the bylaws grouped directors and officers together even though their roles are distinct in many ways. The proposed bylaws separate Directors from Officers in separate articles, incorporating the existing provisions on the Board of Directors and grouping them together for ease of reference.
- The proposed bylaws provide for the officer roles to be elected by the Board of Directors instead of being split between the Directors and members. This reflects the most common practice since the Directors are already elected by the members and are in the best position to assess among themselves which Directors are best suited to each role.
- The term of the Board Chair is set at two years. All other officer terms are one year.
- The members of the Executive Committee are designated specifically by office and not with reference to additional elected members of the committee.
- Standing committees have been updated to reflect a more complete and current list of active committees.
- Language on specific responsibilities of committees has been removed since their responsibilities are spelled out more fully in committee charters regularly reviewed and updated by each committee and the Board.
- Committees still must have a majority of individuals who are current members of AAUW.
- The required quorum and vote thresholds for amending the bylaws is clarified with updated language.
- Permitted use of remote meetings via technology is now explicitly incorporated into the bylaws.
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