LWV-SH Bylaws

Bylaws, last updated in 2008

May 7th, 2010  |  Published in LWV-SH Bylaws

League of Women Voters of Shaker Heights Bylaws      (updated 2008)

Article I                NAME

The name of this organization shall be the League of Women Voters of Shaker Heights. This local league is a 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 League of Women Voters of Shaker Heights 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 League of Women Voters of Shaker Heights shall not support or oppose any political party or any candidate.

Section 2.   Activity. No officer or director of the League of Women Voters of Shaker Heights 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 person who subscribes to the purpose and political policy of the League shall be eligible for membership.

Section 2.  Types of Membership. The membership of the League shall be composed of voting members and associate members.

A. Voting members shall be those citizens of the United States at least 18 years of age who are members of the League of Women Voters of Shaker Heights.

B. Associate members shall be all other members of the League of Women Voters of Shaker Heights.

C. Life membership may be granted to any voting member of the League 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 League, 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 President. 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. No person shall be elected or appointed or shall continue to serve as an officer of this organization unless she/he is a voting member of the League of Women Voters of Shaker Heights.

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 President, (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. 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 LWVSH 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 nine regular meetings of the Board of Directors annually. The President 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.  Quorum. A majority of the members of Board of Directors shall constitute a quorum.

Article VI    OFFICERS

Section 1.  Enumeration and Election of Officers. The officers of the League of  Women Voters of Shaker Heights shall be one President or two Co-Presidents, one or two Vice-Presidents as determined by the Board of Directors each year in directions to the Nominating Committee, one or two Secretaries as determine the Board of Directors each year in directions to the Nominating Committee, and one or two Treasurers as determined by the Board of Directors each year in directions to  the Nominating Committee. The President (or Co-Presidents) and Vice President(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 (ies) shall be elected in odd-numbered years; the Treasurer(s) shall be elected in even-numbered years.

Section 2.    The President or Co-Presidents. The President or Co-Presidents shall preside at all meetings of the organization and of the Board of Directors.  The President or Co-Presidents may, in the absence or disability of the Treasurer, sign or endorse checks, drafts, and notes. She/he/they shall be ex-officio members of all committees except the Nominating Committee. She/he/they shall have such usual powers of supervision and management as may pertain to the office of the President and perform other duties as designated by the Board of Directors.

Section 3.     The Vice-President(s). The Vice-President(s) shall perform such duties as the Board and the President may designate. If two Vice-Presidents are elected, one of them shall be selected by the President and the Board at the first meeting following the Annual Meeting to assume the office of President in the absence, disability, or death of the President, thus assuming all the powers and performing all the duties of that office. In the event that the designated Vice-­President is unable to serve in that capacity, the Board shall elect one of its members to fill the vacancy.

Section 4.    The Secretary (ies). The Secretary(ies) shall keep minutes of all meetings of the Board of Directors, special meetings, and the Annual Meeting. She/he/they shall sign, with the President(s), all contracts and other such instruments. When so authorized by the Board, she/he/they 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(s). The Treasurer shall collect and receive all monies due. She/he/they shall be custodian of these monies, shall deposit them in a bank designated by the Board of Directors, and shall disburse the same only upon order of the Board. The Treasurer(s) shall present reports to the Board at their regular meetings and an annual report to the membership at the Annual Meeting.

Section 6.   Indemnification of Officers and Directors. In the exercise of any of the powers herein conferred, the Officers and Directors shall be free and wholly exonerated from liability on account of any honest error of judgment or by reason of acts or things done, suffered, or omitted in good faith and without willful default or neglect.

Article VII           FINANCIAL ADMINISTRATION

Section 1. Fiscal Year. The fiscal year of the League of Women Voters of Shaker Heights shall coincide with that of the League of Women Voters of Ohio.

Section 2. Dues. Annual dues shall be payable in September. Any member

who fails to pay dues by January 31 shall be dropped from the membership rolls.

Section 3.  Budget. A budget for the ensuing year shall be submitted by the Board of Directors at the Annual Meeting for adoption by the general membership. The budget shall include support for the work of the League as a whole.

Section 4.     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 sent to all members one month before the Annual Meeting.  The Treasurer shall serve on the Budget Committee.

Section 5. Annual Audit.  An annual audit will be performed at the end of the fiscal year by a person  or persons appointed by the President(s).

Article VIII          MEETINGS

Section 1.  Membership Meetings. There shall be at least two meetings of  the membership each year.   The Board of Directors shall determine 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:

A. Adopt a local Program for the ensuing year.

B. Elect officers, directors, and members of the Nominating Committee.

C. Adopt a budget for the ensuing year.

D. Transact such other business as may properly come before it.

Section 3. Quorum. Fifteen members shall compose a quorum at membership meetings of the League of Women Voters of Shaker Heights.

Article IX                   NOMINATIONS AND ELECTIONS

Section 1.  Nominating Committee. The Nominating Committee shall consist of five members,  two of whom shall be members of the Board of Directors and should be appointed at the first Board Meeting  following the Annual Meeting. The Chairperson of the Nominating Committee and two members, who shall not be members of the Board during their tenure on the Nominating Committee, 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 fill any vacancy on the Nominating Committee.  Any member of the organization may send suggestions for nominations for Officers and Directors to the Nominating Committee.

Section 2.        Report of the Nomination 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 League of Women Voters of Shaker Heights 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:

A. 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.

B. The Proposed Program (including any Not Recommended Program items) shall be sent to all members one month prior to the Annual Meeting.

C. 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.

D. 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:

1. The Annual Meeting shall order consideration by a majority vote of those voting members present and voting, and

2. 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 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 League of Women Voters of Shaker Heights under the provision of the Bylaws of LWV-US.

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 League of Women Voters of Shaker Heights under the provisions of the Bylaws of the LWV-Ohio.

Section 3. State Council. 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 State Council in the number allotted the League of Women. Voters of Shaker Heights under the provision of the Bylaws of the L WV-Ohio.

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 Bylaws.

Article XIII   AMENDMENTS

These Bylaws may be amended by a two-thirds vote of the voting members present and voting at the Annual Meeting, provided the amendments were submitted to the membership in writing at least one month prior to the meeting.