2022 AAUW Bylaws Proposed Changes: Eligibility

Rationale

As a membership organization, AAUW members have the responsibility and right to vote on changes proposed to AAUW’s bylaws and Public Policy Priorities. The AAUW bylaws specify which members are eligible to vote—per Article XIII, Section 4 of the bylaws, “Each Individual Member in good standing at the time of the meeting notice shall be entitled to one vote on any item of business.”

While AAUW encourages online voting (it is secure and green!) we do not have valid email addresses on file for every AAUW member eligible to vote and those members without valid email addresses must receive paper ballots through the mail. To mail physical ballots, the list of eligible voters is pulled in advance of the mailing (generally 2-4 weeks depending on the printer) so staff must manually send ballots to members who renew or join between the time of the list pull and the date of notice. This can mean sending hundreds of ballots by hand. The proposed language will ease this administrative burden by changing the date of eligibility.

These revisions do not limit or change what the AAUW membership can vote on—they simply change the date of eligibility to vote. On the recommendation of AAUW’s attorney, we have also included a new section on Adjournment (Section 5) to align AAUW bylaws with best practices.

How to comment or propose a change:

  1. Read the current AAUW bylaws and review the proposed changes below.
  2. Submit any comments or proposed changes by 5:00 pm ET on Wednesday, February 2, 2022.

All comments will be reviewed by the AAUW Governance Committee.

Comment


ARTICLE XIII. MEETINGS OF THE MEMBERSHIP

Section 1. Annual Meeting.

  1. The annual meeting of the membership shall be held in the District of Columbia, or such other place as may be designated by the Board of Directors. The list of Individual Members in good standing who are entitled to receive notice and vote at the annual meeting shall be determined as of sixty days before the scheduled meeting date (the “Annual Meeting Record Date”). Notice of the time and place of the meeting shall be sent to all Individual Members in good standing no fewer than ten but no more later than sixty thirty days following the Annual Meeting Record Date before the meeting date.
  2. At the annual meeting AAUW shall
    1. receive written reports on the activities and financial condition of AAUW; and
    2. transact such other business as may properly come before it.

Section 2.  Convention. A convention of AAUW may be held in the District of Columbia or such other place as may be designated by the Board of Directors.

Section 3. Special Meetings. Special meetings of the membership may be called by a vote of the Board of Directors or at the request of five percent of the membership. The list of Individual Members in good standing who are entitled to receive notice and vote at the special meeting shall be determined as of sixty days before the scheduled meeting date (the “Special Meeting Record Date”) or, if later, the date on which the special meeting is called. Notice stating the time and place, day, and hour of the meeting and the purpose for which the meeting is called shall be delivered sent to all Individual Members in good standing no later than thirty days following the Special Meeting Record Date, provided that such notice must in all cases be sent no fewer than ten but no more than sixty days before the date of the meeting to all Individual Members.

Section 4.  Voting.

  1. Each Individual Member in good standing at the time of the meeting notice shall be entitled to one vote on any item of business.
  2. Individual Members shall be entitled to vote on noticed business items following procedures designated by the Board of Directors. Such votes may include election of the Board of Directors and adoption or amendment of the Public Policy Priorities, resolutions, and amendments to these Bylaws. Individual Members voting are considered to be present at the meeting.
  3. There shall be no proxy voting.
  4. Five percent of the Individual Members entitled to vote shall constitute a quorum.
  5. Ballots equal in number to at least five percent of the votes entitled to be cast must be cast for a vote to be counted. The affirmative vote of a majority of the votes cast shall be necessary for the adoption of noticed business, except that a two-thirds vote shall be required to adopt amendments to these Bylaws.
  6. The vote shall be conducted under the supervision of the Board Secretary. The system and policies to be used for the conduct of the vote, including methods by which every Individual Member’s input is sought prior to the submission of the proposal for final adoption, shall be adopted by a two-thirds vote of the Board of Directors and shall be made available to the Individual Members.

Section 5. Adjournment. If an annual or special meeting of the membership is adjourned to a different date, time, or place occurring no later than one hundred and twenty days following the original scheduled meeting date: (a) notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment; and (b) the list of Individual Members in good standing who are entitled to vote at the meeting shall be as determined as of the original Annual Meeting Record Date or Special Meeting Record Date, as applicable.

Comment