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Restructuring FAQs
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 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 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. The AAUP is a professional association, and it has the same name, mission, staff, membership and governance as it did previously. 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 will continue, but through a separate union (the AAUP-CBC) rather than through the AAUP. The development activities, both fundraising and seeking grants, will move to the AAUP 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 a notice to the membership published in Academe, and approval by the CBC membership of the changes to the CBC bylaws. The AAUP and CBC memberships provided those internal approvals at the June 2008 Annual Meeting. In addition, restructuring required 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 issued its private letter ruling in February 2012.
When will restructuring occur?
Restructuring commenced on January 1, 2013.
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 was 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 AAUP-CBC as long as they fulfill two requirements: 1) they pay to the AAUP-CBC the fee based on the number of members in the chapter, which fee supports the AAUP-CBC Emergency Fund, and 2) the dues of their individual chapter members are paid to the AAUP. 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 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. 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. To the extent that an advocacy (non-CB) chapter participates in a state conference or the Assembly of State Conferences, 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. Moreover, to the extent that a CB chapter participates in a state conference now, that participation will not be affected by the restructuring. All AAUP chapters that engage in collective bargaining will be eligible to be members of the AAUP-CBC. The difference that restructuring makes is that those chapters in the AAUP-CBC will also be member locals of a formally constituted union.
Does restructuring affect the tax status of a chapter?
Chapters maintain their own tax-exempt status and restructuring did 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 Executive Director. The AAUP-CBC will be governed by an Executive Committee and officers. The AAUP-CBC’s constitution is based upon, and is in most ways identical to, the previous CBC bylaws. To the extent that the AAUP and the AAUP-CBC might wish to consider other and more substantive changes to their governance structures, such changes were not 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?
A memorandum of understanding (.pdf) and cost sharing agreement (.pdf) were approved by the governing bodies of each of the entities. These documents govern both the legal and operational relationships by and between the three entities.The staff will be employed by the professional association and it will provide space and other services that the other two entities require. The entities 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?
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
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?
These committees will continue to operate within AAUP. Their members will continue to be appointed and the AAUP staff will continue to support them.
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 AAUP-CBC. Individuals currently pay dues not to the AAUP-CBC but rather to the AAUP, and that will not change after restructuring. Chapters in the AAUP-CBC will continue to pay a fee to the AAUP-CBC to fund the AAUP-CBC Emergency Fund based on the number of members in the chapter.
How will the AAUP-CBC operate?
Who will be the officers of the AAUP-CBC?
The officers will be the same four officers that the CBC had (a chairperson, vice-chairperson, secretary and treasurer), elected as the AAUP-CBC officers,for two-year terms.
Will the AAUP-CBC 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 AAUP-CBC. The restructuring simply gives the union the option to take those actions.
How will the AAUP-CBC provide services to the CB chapters that are its locals?
The AAUP-CBC will provide services to the chapters that belong to the AAUP-CBC through the AAUP staff, primarily those in the Department of Organizing and Services, and through consultants and others with specialized expertise. Union organizing drives will be initiated through agreement of the AAUP-CBC’s Chair and the Executive Director.
How will the AAUP-CBC finance its activities and programs?
The AAUP-CBC 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 AAUP-CBC will also receive a fee from each chapter in the union based on the number of members in the chapter. The AAUP-CBC will be able to use the fees from chapters to increase funds available for the emergency and union treasury purposes.
Will the AAUP-CBC be able to join a group such as Education International?
Yes, the AAUP-CBC could join Education International independently of whether AAUP joins that group.
Will the AAUP-CBC 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.
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 AAUP mission of promoting academic freedom and shared governance. Contributions by individuals and entities to the AAUP Foundation will be fully tax deductible.
Constitutions
Where can I see the constitutions of the three new entities?
(updated 6/13)
