Section 1. Composition. The executive committee shall be composed of the president, director for program, director for membership, director for finance, director for the Educational Foundation, director for public policy, director for the Legal Advocacy Fund, director for communications, the secretary, and the cluster leader.

Section 2. Powers and Duties. The executive committee shall:

a. exercise such power and authority as may be delegated to it by the board of directors and shall report to the board of directors all actions taken by it between regular meetings of the board of directors.

b. adopt rules to govern its procedures.

Section 3. Meetings and Quorum.

a. Meetings. The executive committee shall meet at least twice each year at the call of the president, and at such other times at the call of the president or at the written request of three (3) members of the executive committee.

b. Quorum. A quorum shall be a majority of the members of the executive committee.

Section 4. Voting. In the interim between meetings of the executive committee a vote may be taken at the request of the president on any question submitted in writing or orally. If submitted in writing, voting shall close ten (10) days after the question is submitted. If a majority shall vote on a question, the vote shall be counted and have the same effect as if cast at a meeting of the executive committee. If a vote is taken orally, a written report shall be recorded in the executive committee minutes. Approval shall be by the majority of those voting.

Section 1. Standing Committees. There may be established standing committees as shall be considered necessary by the board of directors.

Section 2. Special Committees. There may be established special committees as shall be considered necessary by the board of directors.

Section 3. Issue Task Forces. Issue task forces shall implement current Association Issues for study and action.

Section 4. Qualifications and Terms.

a. Chairs of committees and Issue task forces shall be chosen for their experience and work in AAUW or their special aptitude for the work of the committee or task force with due regard for geographical representation and rotation of membership.

b. Committee and task force chairs shall serve no more than two (2) terms consecutively in that same office.

Section 5. Appointment of Chairs and Members of Committees and Task Forces.

Chairs and members of committees and task forces shall be appointed jointly by the president and board of directors.

An interbranch council is a voluntary association of branches which sets its own purpose, structure, and meetings. Where an interbranch council exists, the same branches shall be included in the cluster for that area.

Section 1. Duties of Branch President. The branch president shall:

a. be the official representative of the branch in the activities of the Association, the region, and Florida AAUW;

b. send the Association and the Florida AAUW presidents the designated copies of the officer board report no later than June 1;

c. send the state president the annual narrative report concerning branch activities no later than June 1;

d. be responsible for bringing the branch bylaws into conformity with the AAUW Charter and ByLaws after each Association Convention;

e. be responsible for bringing the branch bylaws into conformity with the bylaws of Florida AAUW after each state convention.

Section 2. Duties of Branch Treasurer. The branch treasurer shall send state dues to the Florida AAUW director for finance and Association dues to the Association Finance Vice President, postmarked no later than July 1. Dues received after July 31 for late renewals or new member shall be forwarded immediately.

Section 3. Duties of Other Officers and Chairs. Branch officers, committee chairs, and task force chairs shall make reports as may be required by a member of the Florida AAUW board of directors or by a state committee or task force chair.

Section 1. Time, Place, and Notification.

a. The Florida AAUW shall hold at least one regular meeting each year to be known as the state convention to conduct the business of the state, including electing officers and receiving reports.

b. Time and place shall be determined by the board of directors.

c. Special meetings may be called by the president or on the written request of five (5) members of the board of directors.

d. Notice of meeting shall be sent to all branches, members of Florida AAUW board of directors, the director for the region, the Association, college/university members, and state members-at-large at least thirty (30) days prior to the meeting.

e. All Florida AAUW meetings, including meetings of the board of directors, shall be open and may be attended by any member of Florida AAUW.

f. If circumstances prevent the holding of a Florida AAUW meeting, the board of directors shall conduct the necessary business.

Section 2. Representation - Annual Meeting.

a. Voting Body. The voting body of the annual meeting of Florida AAUW shall be composed of:

(1) state representatives, including:

1. elected and appointed officers and cluster and branch presidents' representatives;
2. chairs of all committees and task forces;
3. past presidents of Florida AAUW.

(2) branch delegates, including:

1. branch presidents;
2. one delegate for each twenty-five (25) members of the branch or major fraction thereof;

(i) each branch shall be entitled to at least one delegate;

(ii) associate members serving as delegates shall constitute no more than twenty percent (20%) of the delegates of the branch. If associate members present as delegates should exceed twenty percent (20%) of the voting body of the state meeting, a sufficient number chosen by lot shall be disqualified as delegates.

(3) other delegates, including:

1. one delegate appointed by the Florida AAUW president for each fifty (50) paid-up members-at-large of the state;
2. one delegate for each college/university member of the state.

b. Voting. A member of the voting body shall cast no more than one(1) vote except in a card count when chairs of branch delegations may cast their own votes and those representing unregistered delegate votes to which the branch is entitled.

c. Quorum. Delegates representing a majority of the branches shall constitute a quorum.

Florida AAUW shall be entitled to a maximum of seventeen (17) delegates who shall be incoming, continuing or outgoing members of the board of directors. Delegates shall be certified by the state president. If the state delegation is incomplete prior to convention, other branch members from the state may be certified by the state president as state delegates if the member's branch delegation is filled. In a ballot election chairs of state delegations may cast their votes and also the remaining unrepresented votes to which the state is entitled.

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern Florida AAUW in all instances in which they are applicable and in which they are not inconsistent with the AAUW Charter and Bylaws and these bylaws.

An officer or director of Florida AAUW is not personally liable for monetary damages to any person for any statement, vote, decision, or failure to take an action, regarding organizational management or policy by an officer or director, unless:

a. The officer or director breached or failed to perform the duties as an officer or director; and

b. The officer's or director's breach of, or failure to perform the duties constitutes:

1. A violation of the criminal law, unless the officer or director had reasonable cause to believe his conduct was unlawful. A judgement or other final adjudication against an officer or director in any criminal proceeding for violation of the criminal law estops that officer or director from contesting the fact that the breach, or failure to perform, constitutes a violation of the criminal law, but does not estop the officer or director from establishing that he had reasonable cause to believe that the conduct was lawful or has no reasonable cause to believe that the conduct was unlawful.
2. A transaction from which the officer or director derived an improper personal benefit, either directly or indirectly; or
3. Recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.

For the purpose of this section, the term:

Recklessness means the acting, or omission to act, in conscious disregard of a risk: (a) Known, or so obvious that it should have been known, to the officer or director; and (b) Known to the officer or director, or so obvious that it should have been known, to be so great as to make it highly probable that harm would follow from such action or omission.

Director means a person who serves as a director, trustee, or member of the governing board of an organization.

Officer means a person who serves as an officer without compensation except reimbursement for actual expenses incurred or to be incurred.

The provisions of these bylaws not governed by the AAUW Charter and Bylaws may be amended at any Florida AAUW convention by a two-thirds (2/3) vote of those present and voting. Notice shall be sent to each branch in the state at least thirty (30) days prior to the meeting at which action is to be taken. If previous notice has not been given, a unanimous vote of the convention is required.

An amendment to the bylaws of Florida AAUW shall become effective and binding on all branches within the state.

Changes required to bring Florida AAUW bylaws into conformity with the Bylaws of the Association shall be made without the necessity of a vote of the state.

The bylaws of Florida AAUW and all subsequent amendments thereto shall be forwarded to the chair of the Association Committee on Bylaws for approval.

Date amended:

October 19, 1991

October 16, 1993

October 22, 1994

April 30, 2000

Copyright �1998, Florida AAUW