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.