January 9th, 2015 | Published in Blue Book: Board Documents
Governing Principles of
The Shaker Heights Chapter of the League of Women Voters of Greater Cleveland
Article I: NAME
The name of this organization shall be The Shaker Heights Chapter of the League of Women Voters of Greater Cleveland (“Shaker Chapter”). The Shaker Chapter and the League of Women Voters of Greater Cleveland (“LWVGC”) are part of the League of Women Voters of the United States and the League of Women Voters of Ohio.
Article II: PURPOSE
The purpose of the Shaker Chapter is to promote political responsibility through informed and active participation of citizens in government and to act on selected governmental issues.
Article III: POLITICAL POLICY AND ACTIVITY
Section 1. Policy. The Shaker Chapter shall not support or oppose any political party or any candidate.
Section 2. Activity. No officer or director of the Shaker Chapter shall participate in any political campaign in opposition to a League position. Any officer or director of the League desiring to be a candidate for public office shall resign from the Board. All other political activity guidelines shall be set forth in the Policies and Procedures.
Article IV: MEMBERSHIP
Section 1. Eligibility. Any member of the LWVGC who so elects shall be a member of the Shaker Chapter.
Section 2. Types of Membership. The membership of the Shaker Chapter shall be composed of voting members and associate members.
- Voting members shall be those citizens of the United States at least 18 years of age who are members of the Shaker Chapter.
- Associate members shall be all other members of the Shaker Chapter.
- Life membership may be granted to any voting member of the Shaker Chapter who attains 50 years as a member of the League of Women Voters of the United States. No further dues will be collected and all privileges will be retained as a voting member.
Article V: BOARD OF DIRECTORS
Section 1. Number, Manner of Selection, and Term of Office. The Board of Directors shall consist of the elected officers of the Shaker Chapter, ten elected directors, and not more than ten appointed directors. A minimum of five directors shall be elected by the general membership at each Annual Meeting. An Elected Director shall serve for two years unless filling an unexpired term. The elected officers and directors shall vote to approve the nomination of the appointed directors as recommended by the Chair. The term of office of the appointed directors shall be one year and shall expire at the conclusion of the next Annual Meeting.
Section 2. Qualifications. All directors and officers of the Shaker Chapter shall be members in good standing of the LWVGC and the Shaker Chapter.
Section 3. Vacancies. A vacancy occurring on the Board of Directors by reason of the resignation, death, or disqualification of an officer or elected director, except the Chair, (see Article VI, Section 3) shall be filled, until the next Annual Meeting, by a majority vote of the Board of Directors. Three consecutive absences from Board meetings without a valid reason shall be deemed a resignation.
Section 4. Powers and Duties. The Board of Directors shall have the full charge of the property and business of the organization, with full power and authority to manage and conduct the same, subject to the instruction of the general membership. The Board shall plan and direct the work necessary to carry out the program as adopted by the National Convention, the State Convention, the Annual Meeting, and any other local general membership meeting. The Board shall create and designate special committees, as it may deem necessary.
Section 5. Executive Committee (“the Cabinet”). The elected officers of the Shaker Chapter shall constitute an Executive Committee (the Cabinet) which shall exercise such power and authority as may be delegated to it by the Board and shall report to the Board on all actions taken by it between regular meetings of the Board.
Section 6. Meetings. There shall be at least eight regular meetings of the Board of Directors annually. The Chair may call special meetings of the Board, and shall call a special meeting upon the written request of five members of the Board.
Section 7. Informal Action; Written Consent
- Any action required to, or which may, be taken at a meeting of the Board of Directors may be taken without a meeting if it is consented to in writing by all of the Directors.
- The written consent must be evidenced by one or more written approvals from the Directors; each approval must set forth the action to be taken and provide a written record of approval. The approvals must be delivered to the Secretary and filed in the Shaker Chapter records.
- Any action taken by the Board pursuant to this Section will be effective when all of the Directors have approved the written consent unless the consent specifies a different effective date.
Section 7. Quorum. A majority of the members of Board of Directors shall constitute a quorum.
Section 8. Electronic Participation. Directors may participate in and act at any meeting of the Board of Directors through the use of a conference telephone or other communications equipment so long as all persons participating in the meeting can communicate with each other concurrently. Such participation shall constitute presence at the meeting.
Article VI OFFICERS
Section 1. Enumeration and Election of Officers. The officers of the Shaker Chapter shall be one Chair or two Co-Chairs, one or two Vice-Chairs as determined by the Board of Directors each year in directions to the Nominating Committee, a Secretary, and a Treasurer. The Chair (or Co-Chairs) and Vice Chair(s) shall be elected for one-year terms, and the other officers for two-year terms by the general membership at the Annual Meeting. The officers shall assume the duties of office immediately following the Annual Meeting. The Secretary shall be elected in odd-numbered years; the Treasurer(s) shall be elected in even-numbered years.
Section 2. The Chair or Co-Chairs. The Chair or Co-Chairs shall preside at all meetings of the organization and of the Board of Directors, shall be ex-officio members of all committees except the Nominating Committee, and shall have such usual powers of supervision and management as may pertain to the office of the Chair and perform other duties as designated by the Board of Directors.
Section 3. The Vice-Chair(s). The Vice-Chair(s) shall conduct meetings in the absence of the Chair(s) and shall perform such other duties as the Board and the Chair may designate.
Section 4. The Secretary. The Secretary shall keep minutes of all regular and special meetings of the Board of Directors and of the Annual Meeting of the membership. She/he shall sign, with the Chair(s), all contracts and other such instruments. When so authorized by the Board, the Secretary will write letters on behalf of the organization and shall perform such other functions as may be necessary to this office.
Section 5. The Treasurer. The Treasurer shall review, at least quarterly, the accounts of the League of Women Voters of Greater Cleveland that are held for the benefit of the Shaker Chapter, including, but not limited to, the Education Fund, the Legacy Fund, and funds dedicated to the operation of the Shaker Chapter. The Treasurer shall be responsible for securing funds from the LWVGC to pay expenses incurred by the Shaker Chapter and shall transmit funds received by the Shaker Chapter to the Treasurer of the LWVGC with instructions for deposit to the pertinent account. At least semiannually, the Treasurer shall report to the Board the status of the Shaker Chapter funds and any significant activity in such funds.
Article VII: FINANCIAL ADMINISTRATION
Section 1. Fiscal Year. The fiscal year of the Shaker Chapter shall coincide with that of the LWVGC.
Section 2. Budget Committee. A Budget Committee shall be appointed by the Board of Directors at least two months prior to the Annual Meeting to prepare a budget for the ensuing year. The proposed budget shall be approved by the Board of Directors and sent to all members one month before the Annual Meeting. The Treasurer shall serve on the Budget Committee.
Article VIII: MEETINGS
Section 1. Membership Meetings. There shall be at least two meetings of the membership each year, one of which shall be the Annual Meeting. The Board of Directors shall determine the time, subject, and place of the membership meetings.
Section 2. Annual Meeting. An Annual Meeting shall be held between May 1 and June 1. The Board shall determine the exact date of this meeting. The Annual Meeting shall:
- Adopt a local Program for the ensuing year.
- Elect officers, directors, and members of the Nominating Committee.
- Adopt a budget for the ensuing year.
- Transact such other business as may properly come before it.
Section 3. Quorum. Fifteen members shall compose a quorum at membership meetings of the Shaker Chapter. All motions shall be adopted by an affirmative vote of the majority of voting members present. Electronic or telephone voting or absentee voting by mail or proxy shall not be permitted.
Article IX: NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee. The Nominating Committee shall consist of five members, three of whom, including the Chair, shall be members of the Board of Directors. Those three shall be appointed at the first Board Meeting following the Annual Meeting. The remaining two members, who shall not be members of the Board of Directors, shall be elected at the Annual Meeting. One member of the Nominating Committee must have been a member of the previous Nominating Committee. The Board of Directors shall independently fill any vacancy on the Nominating Committee save that of the Chair. In the event of a vacancy in the office of the Chair, the Vice Chair(s) shall convene the nominating committee and request that a nomination be submitted within 30 days of the request. The Vice Chair(s) shall assume the duties of the Chair until the new Chair is elected. Any member of the organization may send suggestions for nominations for Officers and Directors to the Nominating Committee.
Section 2. Report of the Nominating Committee and Nominations from the Floor. The report of the Nominating Committee of its nominations for Officers, Directors, and members of the Nominating Committee shall be sent to all members one month before the Annual Meeting and shall be presented by the Chair of the Nominating Committee at the Annual Meeting. Nominations from the floor will be accepted from any member of the organization present at the Annual Meeting, provided the nominee is present and has consented to be nominated.
Section 3. Election. The election shall be by ballot. A majority vote of those qualified to vote and voting shall constitute an election. If there is only one nominee for each office, the Secretary may be instructed to cast one ballot for the slate.
Article X: PROGRAM
Section 1. Authorization. The principles of the League of Women Voters of the United States are the fundamental concepts accepted by the League as a whole. National and State League principles constitute and are authorization for program and action.
Section 2. Program. The Program of the Shaker Chapter shall consist of action to implement the principles of the National and State League and those local governmental issues chosen for concerted study and action.
Section 3. Acting upon the Local Program. The Annual Meeting shall act upon the Local Program using the following procedures:
- The Board of Directors shall consider the program recommendations proposed by voting members two months prior to the Annual Meeting and shall formulate a Proposed Program.
- The Proposed Program (including any Not Recommended Program items) shall be sent to all members one month prior to the Annual Meeting.
- A majority vote of voting members present and voting at the Annual Meeting shall be required for adoption of the Proposed Program as presented to the Annual Meeting by the Board.
- Recommendations for Program submitted by voting members two months prior to the Annual Meeting but not recommended by the Board may be considered for adoption at the Annual Meeting provided that:
- The Annual Meeting shall order consideration by a majority vote of those voting members present and voting, and
- The Annual Meeting shall adopt the items by a two-thirds vote of those voting members present and voting.
Section 4. Program Changes. Changes may be made in program items provided that information concerning the proposed changes has been sent to all members at least two weeks prior to a general membership meeting at which the change is to be discussed and adopted by a two-thirds vote of the membership present and voting.
Section 5. Member Action. Members may act in the name of the League of Women Voters only when authorized to do so by the Board of Directors.
Article XI NATIONAL CONVENTION, STATE CONVENTION AND COUNCIL
Section 1. National Convention. The Board of Directors, no later than its meeting immediately preceding the Convention of the League of Women Voters of the United States, shall select delegates in the number allotted the Shaker Chapter under the provision of the Bylaws of LWVGC.
Section 2. State Convention. The Board of Directors, at a meeting before the date on which the names of delegates must be sent to the state office, shall select delegates to the State Convention in the number allotted the Shaker Chapter under the provisions of the Bylaws of the LWVGC.
Article XII: PARLIAMENTARY AUTHORITY
The rules contained in the most recent edition of Robert’s Rules of Orders shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these Governing Principles.
Article XIII AMENDMENTS
These Governing Principles may be amended by the Board of Directors following readings of the proposed amendments(s) at two successive meetings. The vote may take place at the second meeting and requires a majority of those voting members who are present.