2023 AAUW Bylaws Proposed Changes

The AAUW Governance Committee and Board of Directors are recommending the adoption of updated bylaws to align AAUW’s bylaws with current governance practices and principles related to board operations and to streamline the structure of the bylaws. This recommendation is the result of a comprehensive review process by the Governance Committee and a subcommittee it created and specifically tasked with considering AAUW’s current and future needs, as well as evolving governance practices for nonprofits and their bylaws. Outside legal counsel was engaged to work with the subcommittee and to handle drafting of the revised bylaws. Based on the subcommittee’s work, including legal counsel’s recommendations, the Governance Committee recommended the updated bylaws to the Board, and the Board has approved submitting them to the AAUW members for a vote in the AAUW National Election in April and May.

Here’s how to comment on the proposed revised bylaws:

1. Read the rationale and review the proposed changes

2. Submit any comments by 5:00 pm ET on Friday, February 3, 2023

All comments will be reviewed by the AAUW Governance Committee.

COMMENT ON PROPOSED BYLAWS CHANGES

Background and Process

The Governance Committee created a subcommittee to review and recommend changes to AAUW’s bylaws to ensure they reflect AAUW’s needs, as well as evolving governance practices and principles for nonprofits and their bylaws. Legal counsel was engaged to work with the subcommittee. The subcommittee’s work took more than a year and resulted in the updated bylaws document the members are now being asked to approve. There are a lot of changes. Some are substantive, but others simply reorder provisions or eliminate inconsistent and confusing provisions that resulted from prior piece-meal amendments to AAUW’s bylaws.

Changes to current requirements for AAUW membership are not part of the recommended changes to the bylaws this year. As noted, the bylaw changes proposed this year are designed to bring AAUW’s bylaws more in line with current governance practices and principles related to board operations and the structure of bylaws. The board recognizes that the membership requirement is an issue that many members feel passionately about and believes that requirement deserves a separate vote at another time, uncomplicated by other more technical bylaw changes to update AAUW governance practices.

Outside legal counsel drafted the proposed bylaws based on the work of the Governance Subcommittee and comments received from the Governance Committee and the board in the course of the drafting process. The final proposed document has been approved by both the Governance Committee and the board for submission to the membership for a vote.

Approval of changes to the bylaws requires a vote of the AAUW membership and those changes must be approved by 2/3rds of those members voting.

The Governance Subcommittee followed specific guidelines in their review. They asked, is the practice, provision or change:

  •  Consistent with current governance norms and practices and Washington, DC law?
  • Better handled in procedures than in bylaws?
  • Reflective of AAUW culture or a practice important to AAUW members?
  • Eliminating complexity?
  • Increasing flexibility?

The goal was also to create a document that would not require frequent amendments as has been the case with AAUW’s current bylaws. Regular review and updating are important, but frequent piecemeal changes can lead to inconsistencies requiring periodic complete reviews of the bylaws.

Recommended Changes and Rationale

Changes of particular note include:

Revision of the wording describing AAUW’s charitable purpose.

  • Rationale: This rewrite is not a substantive change, but more accurately reflects IRS regulatory language and uses a more general description of AAUW’s specific purpose—to advance equity for women and girls—moving the language related to how the purpose is implemented out of the description of purpose, although continuing to indicate in a subsequent sentence, in language similar to the current bylaws provision, ways in which the purpose may be carried out.

An organization’s fundamental purpose rarely, if ever, changes. and purpose provisions in bylaws should reflect the purpose language in the organization’s articles of incorporation. Although sometimes used interchangeably, mission statements are different from statements of purpose. Mission statements typically combine an organization’s purpose with a statement of how the purpose will be implemented. Implementation may, and often does, need to vary from time to time, and thus changes to mission statements are now more typically the purview of the board rather than requiring a vote of the membership. For example, mission statements are often revised as part of changes to an organization’s strategic plan, its communications strategy, or other approaches approved by the board to how the organization’s fundamental purpose is carried out. It may be helpful to think of a mission statement as a reflection of current policy on how the fundamental purpose of the organization will be implemented. Bylaw provisions related to how purpose may to be implemented typically provide flexibility to allow modification without a required membership vote as changes occur in the organization or in the external environment in which the organization operates. The revised language is designed to provide that flexibility.

Moving the start of board terms from July 1 to the day following election.

  • Rationale: The current process elects new board members in May, but for terms that don’t start until July. This is problematic in a number of ways, but most important, creates problems when significant issues require board attention prior to July 1. For example, the board currently approves the following fiscal year’s budget in June. Under AAUW’s current bylaws, directors elected in May are not entitled to vote on that budget even though they will be on the board that oversees the implementation of programs and services contemplated in that budget. Moving the start of board terms to the day following election will ensure the participation of those just elected in the board’s work as soon as they are elected.

Having board officers (Chair, Vice Chair, Finance Chair and Secretary) elected by the board, not the membership.

  • Rationale: Providing for the board to elect all board officers from among its members is a governance practice that reflects the importance of selecting officers best suited to the board’s and the organization’s governance needs. Board members are uniquely positioned to fully understand who among the board’s members have the relevant individual skills and experiences needed to lead the board as the needs of the board the organization may evolve from year to year.

Note, other revised provisions explained below limit officer terms. There is no change to the requirements that board members be elected by the membership and that board members and officers must be members of AAUW.

Limiting the Board Chair term to 2 years, with the possibility of a second term as Chair, only in a second term on the board.

  • Rationale: AAUW’s current bylaws allow the board chair two, or depending on some interpretations of current wording, possibly three consecutive terms and without regard to prior service on the board. So the Chair might be on the board for as long as 9 or 12 years. Either way this length of service is out of step with the reality of the intensity of the work required of the chair, the importance of having the flexibility to change leadership as the needs of the organization evolve, and the benefits to the organization of regular turnover in board leadership. Limiting the term to 2 years, with the possibility of an additional 2 years as Chair in a subsequent board term will make it easier for board members to commit to assuming the Chair role, help with succession planning and mentoring of other board members interested in assuming the role at some point, and create the opportunity for changes in leadership as the needs of the organization change.

Creating a one-year term for the Vice Chair, matching existing terms of the Finance Chair and Secretary, and providing the possibility of re-election for subsequent one-year terms for the Vice Chair, Finance Chair, and Secretary as long as the individual remains on the board.

  • Rationale: This aligns the term of the Vice Chair with that of the Finance Chair, and Secretary, reflecting the change from the Vice Chair being elected by the membership for a three-year term. The provision creates flexibility for the board to elect the Vice Chair, Finance Chair and Secretary annually as needs of the board and organization may change, but allows for reappointment to subsequent one year terms to help maintain needed skills and experience in these positions.

Establishing the practice that the following committees be chaired by a director: Audit, Finance, Governance, Investment, and Nominating.

  • Rationale: Having board members as chairs of these core governance committees, which are closely tied to the board’s governance functions and directors’ fiduciary duties, helps maintain alignment in the work of these committees with the work of the board. Committee membership remains open to all AAUW members, as is the current practice.

Specifying that the Executive Committee be comprised of the Board Officers.

  • Rationale: This eliminates the need for the board to appoint two non-officer members to the Executive Committee, reducing the size of the committee and aligning membership with the practices of many nonprofits which specify that membership on the committee is tied to a particular leadership role, such as board officer or committee chair. The prior practice of appointing two additional members has from time to time created confusion related to the selection process. Board members are always entitled to attend committee meetings whether or not a voting member.

Eliminating the requirement for 60 days’ advance notice to the membership before board approval of a dues change.

  • Rationale: Decisions on dues often require discussions at multiple meetings of the board before final approval. The inflexibility of the current advance notice period of 60 days before board approval of a change to the dues complicates timing of those discussions with other needed revenue and budget discussions of the board. Additionally, such a lengthy advance notice period serves no particular purpose given the speed of digital communications. Advance notice to the membership that the board will be considering a change in dues is still required and members will be given time to provide feedback prior to the board vote.

There are numerous changes to wording, some additional provisions added, some eliminated, and considerable re-ordering of existing provisions mostly to eliminate inconsistencies, clarify language, or to fix areas that have been problems to understand or find in the past. There are also some essentially technical drafting changes to align our bylaws with current law, and legal advice and best practices in bylaw drafting that are common among nonprofits. A provision-by-provision guide to all changes is included to assist you in reviewing all the proposed changes.

Please review the proposed changes and give the Governance Committee your feedback.

To aid in your review, a tracking chart, as well as links to the current bylaws and proposed bylaws follow.

Tracking chart of proposed changes

Link to PDF of recommended bylaws

Link to PDF of current bylaws