The AAUW Governance Committee and Board of Directors recommend the following changes to the national AAUW bylaws. Now through January 29, 2025, you can comment on the recommended changes. Members will vote on the changes beginning in April 2025.
Recommended changes
Three changes are recommended to the AAUW national bylaws. None of the proposed changes would require changes to branch or state bylaws. The proposed amendments include:
Language in Article V section 2 allowing the Board, at its discretion, to extend the Board term of a Chair who has one year remaining in the two-year Chair term. This change is recommended to allow the board flexibility if the Chair has one year remaining on their Board term when elected Chair to complete the two-year Chair term if deemed necessary due to extenuating circumstances. This amended provision is future-oriented and would not apply to the current Board Chair.
Language in Articles VI, VIII, and IX providing, at the Board’s discretion, for Vice Officers and Vice Committee and Task Force Chair positions adding flexibility to leadership structures and succession planning.
Language in Article IX section 4 providing for removal of a specific date for transition of Committee Chairs to allow for smoother transitions from term to term.
Here’s how to comment:
Read the rationale and review the proposed changes
Submit any comments by 5:00 pm ET on Wednesday, January 29, 2025
All comments will be reviewed by the AAUW Governance Committee.
2. Term. Directors shall serve a term of three (3) years beginning on the day following their election and until their successors take office; provided, however, that the Board of Directors may in its discretion extend the term of the Board Chair for one additional year to complete a two-year term as Chair. In the event the Board Chair vacates that office for any reason, any extension of his or her director terms shall also terminate. In so far as possible, one-third of the Directors will be elected or appointed each year to stagger the terms across a three-year period. After serving two consecutive terms, a member is eligible for candidacy again after two years have expired.
ARTICLE VI
OFFICERS OF THE BOARD
- Officers. The officers of AAUW shall be the Board Chair, Board Vice Chair, Board Finance Chair, and Board Secretary, who shall be elected by the Board of Directors. The Board in its sole discretion may also establish and elect a Vice Board Finance Chair and Vice Board Secretary.
2. Terms. The term of the Board Chair shall be two years and all other officer terms shall be one year, except any positions held ex officio. All officers except the Board Chair may serve consecutive terms so long as the term of service as an officer is concurrent with their service as directors.
3. Duties. Officers and Directors shall perform the duties described by these Bylaws, AAUW policies, and the parliamentary authority adopted by AAUW.
a. Board Chair. The Chair shall have the usual executive powers of supervision and management as may pertain to the office of chair and such other powers and duties as designated by the Board of Directors and the Executive Committee (as defined below at Article VIII); and shall serve ex officio on all committees except the Nominating Committee and Audit Committee (as defined below at Article IX).
b. Board Vice Chair. The Board Vice Chair shall assume the office of the Board Chair in the event of a vacancy in that office; perform the duties of the Board Chair in all cases in which the Board Chair is unable to serve; assist in such matters as may be delegated by the Board Chair or the Board of Directors; and serve as a member of any committee, except the Nominating Committee and Audit Committee, whenever designated by the Board Chair.
c. Board Finance Chair. The Board Finance Chair shall perform the duties of the Board Chair in all cases in which the Board Chair and Board Vice Chair are unable to serve. The Board Finance Chair shall perform the duties usually pertaining to that office and serve as the treasurer of AAUW, chair of the Finance Committee (as defined below at Article IX), and chair of the Investment Committee (as defined below at Article IX). In addition, the Board Finance Chair shall provide oversight to ensure proper custody of the deeds, business papers, and the bonds and other securities belonging to AAUW and, with the approval of the Board of Directors, make special arrangements with a recognized financial institution or institutions regarding investments in securities and their safekeeping. The Board Finance Chair may delegate such duties as appropriate to a Vice Board Finance Chair.
d. Board Secretary. The Board Secretary shall be responsible for the minutes of AAUW Board of Directors meetings, oversee preparation of the list of qualified members and oversee elections by Individual Members, serve as the Chief Governance Officer, and assist in such matters as may be delegated by the Board Chair or Board of Directors. The Board Secretary may delegate such duties as appropriate to a Vice Secretary.
ARTICLE VIII
EXECUTIVE COMMITTEE
- Composition. The executive committee of the Board of Directors (“Executive Committee”) shall consist of the Board Chair, Board Vice Chair, Board Finance Chair, Board Secretary. The Vice Board Finance Chair or Vice Board Secretary, if any, shall serve on the Executive Committee without a vote. The Chief Executive Officer shall also serve ex officio without vote.
ARTICLE IX
COMMITTEES OF THE BOARD
- Standing Committees Listed in These Bylaws. Standing committees listed in these bylaws may perform duties as provided for in their respective committee Charters from time to time approved by the Board of Directors. There shall be the following standing committees:
- Advancement Committee
- Audit Committee
- Finance Committee
- Governance Committee
- Inclusion and Equity Committee
- Investment Committee
- Nominating Committee
- Public Policy Committee
- Committee Chairs. The chairs of each of the Audit, Finance, Governance, Investment, and Nominating committees shall be members of the Board of Directors and be appointed by the Board of Directors except that the Board Finance Chair shall serve as chair of the Finance Committee and as chair of the Investment Committee. The Board at its discretion may appoint committee or task force vice chairs from among the members of the committee or task force. Board members may, but need not, be appointed chairs and vice chairs of committees or taskforces not specified above in this Section.
- Committee Members. Except as provided in these Bylaws, the composition of committees shall be determined by the Board of Directors and set forth in the Committee Charters, provided each Committee shall have a majority of members of AAUW in good standing. No Officer may serve on the Audit Committee and at least one member of the Audit Committee must be an Individual Member.
- Terms. Members of Committees referenced in these Bylaws shall be appointed for a term of two (2) years following appointment and shall be eligible for reappointment to the same committee for one (1) succeeding term only. In no case shall an appointed member serve for more than three (3) consecutive terms on one committee, the third term being possible only if a committee member becomes chair of the committee.