More on amendments 6 and 8

I had an exchange this week with a member of the staff that got me thinking again about these proposed amendments that would have the assets of a disbanded branch/state go to “AAUW [or an AAUW-affiliated entity designated by AAUW]” instead of “an AAUW entity”.

The short version is that sometimes the staff falls for “inside the Beltline” thinking. My conversation was about a decision that had been made based on information needed by the staff. When I pointed out a change that would make the information much more helpful to members, the comment was “I hadn’t thought of it that way.” I think that’s the crux of the problem with these proposed amendments.

In the bylaws the members approved in June of 2009, the language that assets go to an “AAUW entity” was, I think, understood by the majority of voters to mean that the assets could go to AAUW, the AAUW Action Fund or any of the recognized “affiliates” of the national organization (i.e. branches and states).

But then in the fall of 2009 the affiliate agreement came out with the language changed from “AAUW entity” to “AAUW”. This changed the wording in the bylaws, but, from the point of view of the lawyers who drew up the affiliate agreement, evidently wasn’t a change because to them (with “inside the Beltline” thinking) the only “AAUW entities” that they “saw” were AAUW and the Action Fund, so why not make things simpler and just say “AAUW”. I’ve no idea how many branches have yet to sign the affiliate agreement and whether this language change is a sticking point for any of them. I made my peace with the change since it seems clear that a functioning branch can allocate its assets before it disbands (and sends only the final check to AAUW).

Anyway, I am in favor of these amendments for pragmatic reasons

  • They bring the bylaws in line with the affiliate agreement, so no one is confused about what they signed.
  • They set things up for a new round of amendments in 2013 that, I think, would honor the voters’ intentions in 2009

This new round of amendments could include language like

  • In the event of the dissolution of the branch or the termination of its affiliation with AAUW
    • a vote of the branch shall govern the distribution all assets of the branch to AAUW, the AAUW Action Fund, or a duly recognized affiliate of AAUW, or
    • if there is no affirmative vote of the branch to determine what organization will receive the assets, abandoned assets shall revert  to ownership of AAUW.

Of course approving language like that in the bylaws would require a corresponding change to the Affiliate Agreement. It should also be clarified in the documents provided to branches that are preparing to disband.

Some say “defeat these amendments and get it right next time,” and while I hear that argument, I think the inconsistency between the bylaws and the affiliate agreement is confusing. Making the change to be “AAUW” makes it clearer that a change will be needed to ensure that what the delegates intended in 2009 (and what is, no doubt, common practice as branches disband and deliver their assets to a neighboring branch). We have no forum to propose changes to the affiliate agreement, but since the affiliate agreement should conform to the bylaws, let’s remove the obviously unclear language “AAUW entity” from the bylaws so we can propose new, clearer, language for 2013. And while this may make no practical change (again, a functioning branch can distribute its assets before it disbands), it just makes things simpler if the final check as the account is closed can be made payable based on the wishes of the branch members.

This article clarifies comments made in an earlier post on these and other proposed bylaws amendments.

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.

18 month/best value membership

AAUW’s dues year for branch members is July – June. Standard practice has been to allow new members to join branches for “half price” from Jan. 1 to Mar. 15. This has been particularly valuable in January since some benefits accrue to the branch based on the number of members they have on February 1.

While this makes sense in some cases, as a branch treasurer and former membershp vp, I’ve come around to thinking of the half-year dues program as counter productive. A new member pays dues,  barely gets connected to the branch, and just starts figuring out which of the national programs are of most interest, and wham! there’s another invoice for the next fiscal year.

The Tar Heel Branch (the North Carolina Branch without Borders, serving the entire state), handles this by offering instead an 18-month membership for new members joining in January and February. The way it works is:

Assuming annual dues are $49 for national, $11 for AAUW NC and $5 for the branch ($65 total).

  1. We advertise a “best value” membership as $49 + 1.5x(11+5) = $49+24 = $73.
  2. When we get a check, we send in an at-large membership application with $49 from branch funds. [We use the FAX application and debit card to make the payment, so this is almost as easy as the online dues payment that is normally used.]  The MAL expiration date will be January or February of the next year.  We connect the member to the branch and start treating them as a branch member, but they don’t have access to the member center resources or the branch roster at
  3. In a couple of weeks when the new member shows up on the national rolls, we do a transfer to a branch member, and at that time the national system changes the expiration date to June 30 of the next year. We pay the state the 16.50 they are owed (partly through the online dues system at, and partly through a manual process).
  4. We’ve now got more than a year to make sure the person understands the benefits of AAUW membership before we send them another invoice.

This worked fine last year for a handful of members (before the branch signed up for online dues processing). There may be a glitch or two this year, but we expect all to go well.  Over the years, I’ve submitted the “18 month option” a few times through channels, but since nothing has changed in the dues processing at AAUW, we’re handling it in this somewhat awkward way. It seems better than the alternative, though.

What about the month of March? Well, since it can take a couple of weeks for AAUW to get the new member fully processed, and dues for the next fiscal year can be paid starting April 1, it makes sense to us to just start accepting checks for the next fiscal year beginning March 1. We hold them in the branch account (with our financial report having a record in the accounts payable section) until April 1 when we can submit them for the new member.  There’s some risk if we accept payment before getting final notification of the next fiscal year’s dues amount — but that’s relatively small.

While we use this for the branch without borders, it would apply for other branches as well. The main requirements are to make the new member feel welcome while the national membership is pending, and to handle the processing accurately and quickly. On the other hand, for states that do have a “branch without borders,” then if that branch understands this convoluted proceess, it could handle it for the entire state. Once someone is member of the “branch without borders” they can transfer to any other branch without paying additional dues. This can simplify recruiting new members at, say, statewide events, though your state policy may want to be more specific about how the ultimate branch’s dues are actually handled, particularly if, as in the case of AAUW NC, the branch without borders dues are kept very low.

See for more info on the NC branch without borders.

Comments? Questions? Post here (at or on Facebook.

A few final comments

[Okay, I’m cleaning the office preparing for a whirlwind of work, and found these notes that have no good place to be filed. This’ll be a quick “get things off my chest” that have been pending since Convention.]

Appointed officers

Aside from reinserting the degree requirement, one change made at the convention was changing the split of elected/appointed board members from 7/6 to 10/3. I fail to see how this is going to help anything (though given the timing of appointing the directors this year — within hours of the election results — perhaps it doesn’t make much of a difference).

I’d like to see the board move towards more thoughtful recruitment of appointed officers, with time to consider the skills and interests of those who are elected to the board. I don’t see why those to be appointed have to apply months before their term starts. And while I honor all those elected to the board, finding another 3 willing to go through the process of educating the entire membership on why they should serve seems an unnecessary expense that is unlikely to improve the overall quality of the board.

Election results

While all the candidates were pretty circumspect in their stand on the change to the degree requirement, one did break ranks and say she was in favor of retaining the requirement. Evidently there was a pact to “let the members decide” (see previous post), but the message I got in St. Louis was that all of the other candidates were in favor of the change (and there were many who took the “Open Membership” buttons to wear after the polls closed and before the bylaws vote).

So what can we learn from the defeat of the one candidate who supported the requirement? Well, those supporting the degree requirement had some odd views of what should be in the bylaws for a national organization (see above on elected/appointed officers and note there was a call for the quorum of an “every member” ballot to be something like 50% instead of the realistic but perhaps optimistic 5%). It’s not the bylaws, people, that will make or break the organization — but the skills, interests, and commitment of those who volunteer and are hired to lead the organization. So I’m baffled that they didn’t make that connection and elect at least one supporter to the board. Small victories, I guess.

Again, bylaws are the bones of the organization, but its heart and soul need to come from the people who are involved. This was the motivation behind the campaign that tried to raise awareness of the importance of the choice and provide the delegates with the information on the candidates. We’ll see how this evolves as we move into the age of “one member/one vote” where all the members will have a say in choosing our leaders.

How we are different

I continued to be amazed at those who ask “Well, if we drop the degree requirement, we’ll be just like NOW, the League of Women Voters, and all the other women’s organizations.” I actually had one friend (who wasn’t in St. Louis) ask how we’d be different from the garden club.

Get a grip, people.

Take a quick look at the public policy program and ask if that looks like a garden club? Well, no. And it doesn’t look like NOW or the League, either. I’d missed the rewriting of the public policy program (which had grown crufty and disorganized over the years), and I was cranky enough after the outcome of the bylaws session to skip the Sunday morning session where the 2009-2011 program was debated and passed. So when the program was posted later in the summer, a lot of my angst from St. Louis melted away and I was able to tell myself “yes, there is a reason I’m still active in AAUW”. ?The 2007-2009 public policy committee deserves our hearty thanks.

I find the new mission easy to talk to and the value promise is okay, but the public policy statement captures “who we are and how we’re trying to change the world” in a way that neither of those statements addresses. If you haven’t read it lately, check it out. [The diversity statement is still on target, too.]

Other things that make us different:

  • A focus on fellowships, grants and local scholarships and a corresponding focus on fundraising. In many communities that means book sales, and in others it is giving circles and other strategies that recognize that women’s economic power has increased so that larger gifts with less time involved make sense now.
  • An advocacy focus that, in my mind, includes the work we do in our communities. This isn’t just the voter guides and candidate forums, but the projects in the schools that “advocate” for financial literacy, getting more girls to consider the STEM fields, and quality education and higher education opportunities for all.
  • Our connections to campuses that include special grants as well as the fellowships, and the National Conference for College Women Student Leaders and other opportunities to increase the probability of that the next generation of women leaders will make strides to bring about gender equity.

So, in my mind, our focus is clear, and there is nothing in who we are and what we do that would be devalued by including those without degrees in our work. Those who want to join us are welcome. To paraphrase a quote from Susan McGee Bailey from a few years ago — the problems are so large, and the resources so small, that we can’t afford to turn away anyone who wants to work on our issues.

Editing the branch bylaws

Here are a few comments as I edit the branch bylaws for conformance to the changes passed at the AAUW convention in June. There are two documents with information about the changes — a memo to all branch presidents and bylaws chairs, and the new model branch bylaws. See for copies of those

The bylaws committee had a difficult job since there are hundreds of different instantiations of the branch bylaws “in the wild” — so how do you say what to “change” when you don’t have all the starting points? Of course any time there are two sets of directions, there’s apt to be some inconsistency. While the model bylaws say certain articles are “mandatory” many of those who are updating current bylaws will have no reason to review the model bylaws. I started trying to make my bylaws conform to both the strictures of the memo and the model bylaws, but I’ve decided that the final document will be some combination. It will be reviewed by the branch bylaws committee to make sure I’ve not slipped in something too egregious.

Some issues with the memo

  • The memo says to replace “Association” with AAUW — but it evidently doesn’t mean to do that in the heading and the “Name” section since in the later section on Governance it says “American Association of University Women, hereinafter called AAUW”. On the other hand the model bylaws start using “AAUW” right away and only write out the full name in the heading. I’m going with the model bylaws for the Tar Heel Branch.
  • The memo says to replace the old wording “purpose of AAUW is to promote equity for all women and girls, lifelong education, and positive societal change” with the new purpose for AAUW approved in St. Louis. However, that language (the mission that was in use for at least ten years up to 2006) never appeared in the model bylaws and doesn’t appear in my branch’s bylaws. A solution here (which also resolves a reference to the Educational Foundation and removes the problematic “unite graduates of different educational institutions” which did appear in the 2008 model bylaws) is to simplify the branch’s article on the Purpose and use the language from the national bylaws (and the model branch bylaws).

Some issues with the model bylaws

  • The Fall 2008 version of the model bylaws had two articles for Name and Purpose. The new model combines them. However, since that would renumber all the other articles, for ease of understanding and discussion, I’m not going to make that change.
  • The change in wording from having the name be “AAUW XYZ Branch” to “XYZ Branch of AAUW” is more pleasing to the ear but flies in the face of years of work to get our name listed near the top of alphabetical lists. For now I’m going to favor the Style Guide over the model bylaws since the memo doesn’t require this change.
  • The membership and dues article includes many changes not referenced in the memo. For instance, the model bylaws do, for the first time, I think, reference an at-large member joining a branch by paying state and branch dues. This is more complicated than that, and I do hope the policies governing the transfer from MAL (expiration date depends on when the member joined) to branch member (expiration date is June 30) are posted (along with all the rest of the policies that affect branches, states, and individual members). The change isn’t mandatory by the memo, so I’m not going to include it or the other changes in the model Article IV.
  • AAUW NC in its bylaws explicitly grants membership benefits to representatives of AAUW college/university partners in the state and says that they are charged no dues. It would be helpful if the model bylaws had language to cover this case. The difficulty comes since the representatives’ renewals are billed by AAUW to the college, not (as with other branch members) by the branch to the individual. So the simple solution is to charge no dues and call the representative “renewed” when the national dues are paid. On the other hand, some branches/states may want to charge local dues — and, indeed, the MPP pushes the branch in that direction. If AAUW will continue to bill for national dues for partner “members” (and, one assumes, their representatives), then they should be classified differently from ordinary branch members, the model bylaws should offer suggestions on how to handle the local finances related to them, and the  MPP should be enhanced to cover their local/state dues (if any).

Issues not clarified in either document

  • The new AAUW bylaws removes the classification of “Associate Member” which was used for those who had completed two years of study towards a degree, who were admitted to membership no later than 1957, and who have maintained branch affiliation ever since. There are a handful of these women still affiliated with the organization, and according to the old bylaws, they had the right to transfer to another branch. A member of the bylaws committee advised me to leave that language in the branch bylaws. However, since there are no Associate Members in North Carolina, and the language has been removed from the model branch bylaws, I am going to remove it from the branch bylaws for the sake of simplicity and because of possible confusion with the 2005 change to admit those who have earned an associate or equivalent degree. I do hope the board will make a statement recognizing the surviving Associate Members and their more than 50 year commitment to AAUW.