Frequently Asked Questions about Restructuring

The Big Picture: Why and How

Why restructure?

The AAUP has been changing in recent years and we are adapting our legal structures to ensure that we continue to comply with applicable IRS and Department of Labor regulations. Expert outside counsel have advised that we can best ensure compliance by restructuring AAUP – changing it from a simple 501(C)(3) charitable organization to three conjoined legal entities: a Section 501(C)(3) public charity, a Section 501(C)(6) professional organization, and  a Section 501(C)(5) union.  It is expected that restructuring will also allow the more vigorous pursuit of fund-raising, legislative lobbying at federal and state levels, program development and union-related activities.

How will restructuring change the AAUP?

The major change is that the collective bargaining support and fundraising functions will each be split off into separate entities that will coordinate their work with the AAUP. When the AAUP becomes a professional association, it will still have the same name, mission, staff, membership and governance as it has today.  Moreover, the organization will continue to provide leadership on issues of academic freedom, shared governance, and institutional due process; publish Academe and various other materials;  offer training programs; and lobby at the federal and state levels.  The collective bargaining support functions now provided by the CBC will continue, but through a separate union (the AAUP-CBC) rather than through the main AAUP itself. The development activities, both fundraising and seeking grant support, will move to a foundation. As the following FAQs will show, the relationship of individual members to the AAUP, and much else about the AAUP’s operations, will remain unchanged.

What is necessary for restructuring to occur?

Restructuring required approval by the AAUP membership of the changes to the AAUP constitution as set out in the notice to the membership published in the March/April issue of Academe, and approval by the CBC membership of the changes to the CBC bylaws as set out in the same issue.  The AAUP and CBC memberships provided those internal approvals at the June 2008 annual meeting.  In addition, restructuring requires government approvals.  AAUP sought approval from the IRS for the overall restructuring transaction through a process known as a “request for a private letter ruling”; the IRS must also approve detailed applications for tax-exempt status for each of the three entities that will exist after the restructuring, and various legal documents must be filed. 

When will restructuring occur?

The projected date of restructuring is January 1, 2013.

What will happen in the interim?

The AAUP will continue to operate as a single entity pending the completion of the necessary approvals and the implementation readiness decision by AAUP governing bodies.

Membership and Dues

What organization will I belong to after restructuring?

After restructuring, you will still be a member of the AAUP. The membership organization’s tax status will change from a public charity to a professional association, but its mission and membership structure will remain the same. Your membership in the AAUP will be continued when the AAUP restructures; you need not re-apply for membership.

Will I be a member of the new union if I am in a CB chapter?

The CBC today is made up of chapters, not individuals, and that will continue to be the case with the union after restructuring; the “members” of the CBC will be the collective bargaining chapters of the AAUP that belong to the union.  Accordingly, the AAUP-CBC constitution retains the language of the existing CBC by-laws that provide that: “status as a member unit of the AAUP-CBC shall be open to” AAUP chapters that are, or are deemed to be, collective bargaining chapters. Collective bargaining chapters remain members of the union as long as they fulfill two requirements: 1) they pay to the union the fee (now paid to the CBC) based on the number of members in the chapter, which fee supports the CBC Treasury and the Emergency Fund, and 2) the dues of their individual chapter members are paid to the AAUP.  When the CBC becomes a union, individuals who are in CB chapters will remain members of their chapters and of the AAUP.

I pay my dues through payroll deduction/check/bank debit. Will restructuring change that?

The way you pay your dues will not change as a result of restructuring.  Whether you pay through payroll deduction, by check, or by bank debit, your method of payment can remain the same.

Will my dues continue to be tax deductible?

Dues payable to AAUP when it becomes a professional association will not be deductible as a charitable contribution; however, you may be able to deduct your dues as a business or professional expense.  As before, you will need to consult your tax advisor to determine the amount you may deduct and the circumstances under which you may deduct it.

State Conferences and the ASC

What will happen to the state conferences as a result of restructuring?

State conferences will remain part of the AAUP after restructuring and their operations will not be changed because of restructuring.  Moreover, restructuring will not cause any changes to how state conferences are supported, how they spend their funds, or their individual legal obligations.

What will happen to the Assembly of State Conferences (the ASC) as a result of restructuring?

The Assembly of State Conferences will remain a part of the AAUP after restructuring.  The relationship of the ASC to conferences and to the AAUP itself will not be affected by restructuring. 

Chapters

What happens to the advocacy (non-CB) chapters after restructuring?

The advocacy (non-CB) chapters will continue to have the same status within the AAUP after restructuring as they have now.  To the extent that an advocacy (non-CB) chapter participates in a state conference or the Assembly of State Conferences now, that participation will not be affected by the restructuring.

What happens to the CB chapters after restructuring?

CB chapters will continue to be chapters within the AAUP after restructuring.  Moreover, to the extent that a CB chapter participates in a state conference now, that participation will not be affected by the restructuring.  As is the case now, all AAUP chapters that engage in collective bargaining will be eligible to be members of the CBC. (After restructuring, the CBC will be known as the AAUP-CBC.) The difference that restructuring will make is that those chapters in the AAUP-CBC will also be member locals of a formally constituted union when the CBC becomes a union after restructuring.

Does restructuring affect the tax status of a chapter?

Chapters maintain their own tax-exempt status and restructuring will not change that. Each chapter is responsible for maintaining compliance with the requirements pertinent to its own tax-exempt status and that will continue after restructuring.

Operations

Who will run the three organizations that will exist after restructuring, i.e., the professional association, the foundation, and the union?

The AAUP will continue to be governed in the same way that it has traditionally been governed, i.e., by Council and officers elected pursuant to the AAUP Constitution.  The AAUP Foundation will be managed by a nine member board of directors consisting of the president, first and second vice-presidents and the secretary-treasurer of the AAUP, an additional elected member of the AAUP Council selected by Council, the chair of Committee A, and three “public directors” who are not (at the time of their election by the other directors) AAUP officers and who need not hold any other position within the AAUP.  The executive director of the AAUP Foundation will be the AAUP General Secretary. The union will be governed by an Executive Committee and officers, just as the CBC is now governed. The union’s constitution is based upon, and is in most ways identical to, the current CBC bylaws. To the extent that the AAUP and the CBC might wish to consider other and more substantive changes to their governance structures, such changes would not be part of the restructuring.  If those governance changes were approved through appropriate constitutional action by the relevant body, they would be implemented independently of restructuring.

How will the three organizations operate?

The three organizations will share space and staff.  The staff will be employed by the professional association and that organization will provide space and other services that the other two organizations require.  The organizations will plan and budget together, establishing their priorities cooperatively to further their common mission.

What will happen if the entities don’t agree on some aspect of their relationship?

A memorandum of understanding has been created that sets out how the relationships among the three entities will work. Matters of academic freedom will remain the sole prerogative of the AAUP and matters of union affiliation will be decided by the mutual agreement of the AAUP and the union.  Other contested issues will be settled by a dispute resolution process - in the first instance informally through discussion or mediation, and if those efforts do not succeed, then by a binding arbitration process. In any event, both the union and the foundation constitutions commit those organizations to act in accordance with AAUP principles, policies, and procedures. 

The professional association (the AAUP after restructuring)

After restructuring, will I still vote for AAUP officers and Council as I do now?

AAUP Council members and officers will continue to be elected by the AAUP membership pursuant to the AAUP Constitution.

Which organization will do the investigations and issue the reports on academic freedom and shared-governance issues after restructuring?

Those activities will continue to be done by the AAUP, through appropriate committees and subject, where relevant, to approval by the AAUP membership.

Will restructuring require changes to Committee A on Academic Freedom and Tenure, the Committee on College and University Governance, or any other committee of the Association?

Those committees (and the others that now exist within the AAUP) will continue to operate within AAUP after restructuring.  Their members will continue to be appointed as they are now, and the AAUP staff will continue to support them after restructuring.

After restructuring, when the CBC becomes a union (to be known as the “AAUP-CBC”), will I have to pay dues to the new union after restructuring if I am in a CB chapter?

No, you will not pay dues as an individual to the new union.  Individuals currently pay dues not to the CBC but rather to the AAUP, and that will not change after restructuring.  As they do now, chapters in the CBC will continue to pay a fee to the CBC to fund the CBC Treasury and the Emergency Fund based on the number of members in the chapter.

How will the union operate?

The union’s constitution is almost identical to the current CBC bylaws, and the union’s operations will continue to follow the procedures set out in that document. 

Who will be the officers of the union?

The officers will be the same four officers that the CBC has today (a chairperson, vice-chairperson, secretary and treasurer), elected as the CBC officers are now, for two-year terms.

Will the union set up a PAC and endorse political candidates as some other unions do?

Any decision regarding setting up a PAC or endorsing political candidates would have to be made by the union after it is created.  The restructuring simply gives the union the option to take those actions, something which the present AAUP, as a public charity, is legally forbidden to do.

How will the union provide services to the CB chapters that are its locals?

The union will provide services to the chapters that belong to the union through the AAUP staff, primarily those in the Department of Organizing Services, and through consultants and others with specialized expertise, as at present.  Union organizing drives will be initiated through agreement of the union’s chair and the general secretary. 

How will the union finance its activities and programs?

The union will receive an allocation of the revenues that come through the AAUP. That allocation will provide the union with revenues based on expenditures for collective bargaining representation and union organizing activities.  The allocation formula will use recordkeeping already in place for calculation of the agency fee paid by objectors who are represented by, but not members of, CB chapters.  The union will also receive, as the CBC does now, a fee from each chapter in the union based on the number of members in the chapter.  Arrangements will be in place for the union to have control over the amounts currently in the Emergency and Treasury Funds, and it will be able to use the fees from chapters to increase funds available for the emergency and union (CBC) treasury purposes.

Will the union be able to join a group such as Education International?

Yes, the union could join Education International independently of whether AAUP joins that group.

Will the union be able to affiliate with other labor organizations such as the AFL-CIO?

Yes, as a union the AAUP-CBC would be able to affiliate with another labor organization, such as the AFL-CIO.

What role will the CB chapters in the union play in how the union makes decisions?

Chapters will have the same role in the AAUP-CBC when it becomes a union as they have in the CBC now; restructuring will not change the chapters’ relationship to the entity that will be known as the AAUP-CBC when it becomes a union or how its decisions are made. 

Will restructuring cause additional government regulations to apply to CB chapters?

Restructuring will not affect whether local chapters are subject to regulation or change which regulations apply to them.

The foundation

What will the foundation do?

The AAUP Foundation will be a public charity.  It will raise money and seek grants to support ongoing work and new projects that promote the traditional AAUP mission of promoting academic freedom and shared governance. Contributions by individuals to the AAUP Foundation will be fully tax deductible.

Constitutions

Where can I see the constitutions of the three new entities?

Here: