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.

Bylaws Amendments

We’re in a comment/collection period for amendments to the AAUW bylaws for vote at the 2011 annual meeting (and in paper/electronic ballots from those who can’t attend the meeting).

It’s kind of a clunky application* but you can

  • find all the submitted amendments
  • read comments on those submissions
  • make your own comments or amendments
  • sign up to be notified by e-mail if additional amendments/comments are posted for a particular section

Thanks to the bylaws committee for their work (most of the changes are ones they proposed).

Start at the One Member/One Vote section of and click the Bylaws Amendments to get to the application.

*I’d expect at least a “filter to show only sections with amendments/comments” and “show all” links

Where’s the urgency?

We’re about three weeks away from a historic vote that will change the structure of AAUW and update some of its practices. This week, we released a voter guide for the election of the board members who will give life to the new bylaws — see

Reading those comments makes me believe that the board really was divided on some of the issues that are in the new bylaws — the open membership, in particular. While several of the candidates speak strongly in favor of one-member/one-vote, there is a “whatever the delegates decide” attitude towards dropping the degree requirement for membership.

OF COURSE, the delegates will decide – that’s the only way to change the bylaws. But that wouldn’t have prevented the leadership from saying “this is the right thing to do for the organization, and here’s why…” But they haven’t.

Back last fall, the only argument for that stand that made sense to me was: “If the issue is left open, more people will register for convention, and it will be less likely to lose money.” But now I have to think that there has been real dissension at the board table on this issue and the compromise “let the delegates decide” was the only way to move forward.

The key finding of the strategic process: What’s been hurting us is lack of mission clarity. Where is that in our discussions this spring? The lack of clarity wasn’t just because the Association and the Foundation were two separate organizations — many groups have allied membership and charitable organizations. Why did we never articulate the degree requirement as a liability as we try to emphasize the mission of “advancing equity for women and girls” and leave behind the 1899 purpose of “uniting the alumnae of different institutions”. Why do those who cling to the 1899 purpose think we will be able to implement the Phoenix Rising vision of the organization with that requirement in effect?

To maintain our power to effect change we need to be able to say “If you support equity for women and girls, join us” not “If you support equity for women and girls AND you have a degree AND you don’t mind associating with those who refuse to work side by side with those who don’t have a degree, join us”.

I don’t think anyone wants AAUW to remain as it is — those who support the degree requirement, do, I think, see a loose federation of branches with a smaller national organization and a focus on philanthropy rather than advocacy. Those who see advocacy as a 21st century theme that will unite members (branch members and individuals) in the ongoing fight for equity, have no problem with expanding our base to include all who are affected by inequities.

I’ll admit that the first group may have a better long term strategy — philanthropy will always be needed and small groups are a human need. What of the second? Will the second strategy put the organization out of business in 10, 25 or 50 years? We can only hope equity will be achieved, and if so, we can fold in good conscience. On the other hand, for the short term, the drastic declines in membership argue that the first group’s message just does not resonate with the members we’d need to recruit if the organization is to survive as more than a shadow of its current self.

So I’m in the second group, but I realize the delegate body may choose to push AAUW in the first direction. No matter the outcome of the votes on the pieces of the bylaws, I will vote to pass the package — but I may not be around to see how it all turns out.

If you support mission clarity, if you want AAUW to survive, please support open membership, one-member/one-vote and the other bylaws changes that will put the new organization into a position to move forward with one powerful voice.

Other frames

As you may be able to tell (!), I think that dropping the degree requirement is critcal to AAUW’s future. However, there are many members for whom that requirement is deeply embedded in their identity as AAUW members. It will not be an easy change, and I recognize that.

The purpose of these posts is to find different ways to present the change  in order to find one that will help convey why I think it is so important.

At the moment, my “but it has nothing to do with our purpose” argument is most compelling to me — but I realize it may be begging the question.

The “official” recommendation is to simply let people list the reasons for and against the change — with, I guess, the assumption that the light will dawn? Again, this seems even further down the “begging the question” path, though reports are that it works — AAUW members do know that discussion can lead to change.

Another strategy is to list some of the incredible women who aren’t/weren’t eligible for membership under the current requirement: from Eleanor Roosevelt to Lilly Ledbetter, what are we losing if we shut our doors to such potential women?

Yet another talks about how we’ve gradually opened up over the years (widening the list of colleges whose degrees were acceptable, for instance) and broadening our diversity statement a great deal since early in the last century (when it was customary in some branches to have a vote on a new member). Is this change just an incremental continuation of that process?

What are the other ways to think about this? Which ones resonate with you? If you’ve changed your opinion on the degree requirement, what were the ideas that led to that change?