Thoughts on AAUW bylaws amendments

In the recent issue of Outlook, there are ten proposals to amend the AAUW bylaws. The votes will be taken online and via USMail with all of the members of AAUW entitled to a vote. [See the One Member/One Vote section at]

Here’s my current thinking on how to vote on these amendments

Vote No

3: Remove the term “member-at-large”

I’m sure the language here could be corrected so that we meet the understandable goal of emphasizing that we are all members of the national organization. But the proposed amendment changes the categories from

  • Two disjoint sets: (a) branch members and (b) members-at-large  [Collectively called “members”.] to
  • (a) national members and its subset (b) branch members [Leading to the inelegant “national members who are not members of branches” to replace the current “members-at-large”.]

This just seems unwieldy and redundant – an unnecessary change.

Since these amendments, as drafted by the Bylaws Committee and approved by the AAUW Board, are not subject to further amendments before the 2011 vote, let’s vote “no” and get this right next time.

5 and 7: Require states/branches to designate a member to record meeting minutes.

While this may seem like an innocuous change, it will add confusion. Even though the bylaws chair has said this does not mean that states/branches need to have a person assigned to this role as, say, a “secretary,” and need not report such to the national office, just putting this statement into the national bylaws will constrain some branches as they attempt to move towards more flexible structures. Certainly many branches now work with a rotating assignment for recording the minutes, and this would be allowed under this bylaw.

So this bylaw is just “advisory” without any thought that it would be actively enforced. It would seem that a better approach would be to provide states/branches with guidelines for basic nonprofit management. Adding this one rubric into the national bylaws clutters them without benefit to the branches/states that need the most help with their fundamental processes.

Vote Yes

1. Require proper use of name – legalese that seems appropriate
2. Remove reference to IFUW – appropriate change given that AAUW is no longer an IFUW affiliate — see Women Graduates USA)
4. Clarify status of Partner Member Representatives and Allow Two Representatives. This is a good change (though it would need an editorial fix if #3 fails. See above.)
9. Clarify methods used in voting – makes the wording more realistic
10. Clarify quorum requirement – wordsmithing that makes the section much clearer

6 and 8. Clarify that AAUW controls assets of dissolved state/branch organizations. — These may have generated the most heated arguments to date. There are a few different aspects here.

  1. There is a Feb. 2011 legal memo posted with the link to these amendments that says the change isn’t needed (see page 5). I am not a lawyer, but it seems that the legal opinion hinges on the meaning of the words “AAUW Entity” (the language in the current bylaws).  In the memo, “AAUW Entity” seems to  mean “AAUW or one of the other national corporations.” Therefore, the memo states that the switch from “AAUW Entity” to “AAUW” is fine since it only said “AAUW Entity” before since the corporation that was called “AAUW” was a 501(c)(4) and so couldn’t accept the assets of dissolving 501(c)(3) branches/states. My guess is that to the members who approved the 2009 bylaws (without benefit of legal counsel), the words “AAUW Entity” meant “AAUW, AAUW Action Fund, or one of the AAUW states or branches,” and so this is a real change.
  2. Given #1, I’m inclined to vote for the change since it makes definite that there is one “entity” to control the abandoned assets.
  3. The argument then hinges on whether a disbanding branch/state has assets. To me, it is clear that a functioning branch or state could allocate its assets as it chooses (according to its bylaws, but certainly other branches or the state might be beneficiaries) and then vote to disband, leaving only a small amount to be handed over to AAUW. While the legal opinion was more concerned with 501(c)(3) branches disposing of their assets in a legal way, I believe it is also important that 501(c)(4) branches think about allocating their hard won 501(c)(4) assets (collected without benefit of a tax deduction to the donor) in a way appropriate with their mission before the official vote to disband. If approved, this amendment would clarify (even if it doesn’t change) the case when a branch (and even a state) just “goes away” without filing any paperwork or closing its accounts: The abandoned assets would revert to the national organization.
  4. There have been some remarks that imply some members fear that AAUW would initiate branch/state disaffiliation with a primary purpose of seizing assets. Since the AAUW board members (who would need to approve this) are elected by the membership or appointed by the elected members, it seems highly unlikely that this would occur so suddenly that the entity in question couldn’t form a new organization, transfer its assets, and then disband. If this is a realistic fear, there are more serious problems that we’ll need to discuss in some other forum.

2 thoughts on “Thoughts on AAUW bylaws amendments

  1. Part of the problem that I think #3 is trying to solve is that since 2009 some have started to use “national member” to replace “member-at-large”.

    I agree that may be confusing, but I still fail to see why the perfectly good term “member” needs to be qualified with “national” to refer to all of us.

  2. Here’s a thoughtful comment from former bylaws chair Caroline Pickens on 4/8:

    The ones I plan to vote “no” on are #6 and #8. The intent of the amendment is to insure that assets left from a branch that has been dead for some time and has no one left to contact would go to AAUW as the original members intended. Howe…ver, the proposed wording is easily misunderstood to read that any branch deciding to disband does not have the sole power to determine where their remaining assets will go. The proposed wording is easily interpreted that AAUW will make that decision for them and “may” consult the branch, not even “will” consult them. That isn’t the intent, but that is how it reads. The current AAUW Bylaws are okay (even the attorney says so), and if there is need to clarify the difference between a voluntarily disbanding branch and one that is long dead and gone, an amendment could be brought back to the 2013 convention with better wording.

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