for the regulation, except as otherwise provided by statute, or its
articles of incorporation, of the
LEAGUE OF WOMEN VOTERS OF SACRAMENTO
1507 21st Street, Suite 303 Sacramento, California 95814
A California NonProfit Public Benefit Corporation
Revised Bylaws as adopted by the
May 1981 Annual Meeting
and amended by the
May 1982 Annual Meeting
May 1987 Annual Meeting
May 1988 Annual Meeting
May 1990 Annual Meeting
May 2000 Annual Meeting
May 2004 Annual Meeting
May 2006 Annual Meeting
June 2007 Annual Meeting
May 2011 Annual Meeting
ARTICLE I: NAME AND OFFICE
ARTICLE II : PURPOSES AND POLICY
ARTICLE III: MEMBERSHIP
ARTICLE IV: BOARD OF DIRECTORS
ARTICLE V: OFFICERS
ARTICLE VI: OTHER PROVISIONS
ARTICLE VII: INDEMNIFICATION
ARTICLE VIII: FINANCIAL ADMINISTRATION
ARTICLE IX: MEETINGS AND VOTING RIGHTS
ARTICLE X: NOMINATIONS AND ELECTIONS
ARTICLE XI: PROGRAM
ARTICLE XII: NATIONAL CONVENTION, STATE CONVENTION
ARTICLE XIII: PARLIAMENTARY AUTHORITY
ARTICLE XIV: AMENDMENTS
NAME AND OFFICE
Section 1. Name
The name of this corporation shall be the League of Women Voters of Sacramento
(herein referred to as "LWVS "). The LWVS is an integral part of the League
of Women Voters of the United States (herein referred to as the "LWVUS")
and the League of Women Voters of California (herein referred to as the"LWVC").
Section 2. Form.
LWVS shall be a nonprofit public benefit corporation incorporated under
the laws of the State of California.
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Section 1. Purposes
The purposes of LWVS are to promote political responsibility through informed
and active participation of citizens in government, and to act on selected
Section 2. Political Policy
LWVS shall not support or oppose any political party or any candidate.
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Section 1. Eligibility
Any person who subscribes to the purposes and political policy of LWVS
and who pays dues as provided for in Article VIII, Section 2 shall be
a member of LWVS (herein referred to as a "Member"), except members who
have enrolled in the League for 50 years or more shall be life members
and shall not be required to pay annual dues.
Section 2. Classes
This corporation shall have the following two classes of members who together
shall be referred to herein as "Members". Local League Members and Associate
Local League Members. Only Local League shall be members within the meaning
of Section 5056 of the California Nonprofit Corporation Law.
Section 3. Local League Members
Local League Members are persons who are citizens of the United States
and are at least 18 years of age.
Section 4. Associate Local League Members
. Associate Local League Members are all other persons enrolled in LWVS.
Section 5. Termination of Membership
. The status of Local League Members may be terminated in the manner set
forth in this Section.
(a) A Local League Member may at any time voluntarily resign by delivering
a written notice to the Secretary. Resignation will be effective on
the date and time of the receipt of such notice.
(b) When the Secretary receives notification of the death of a Local
League Member, the membership shall be considered automatically terminated
as of the date and time of such member's death.
(c) The Board may terminate or suspend a Local League membership or
expel or suspend such a member for nonpayment of dues, or for conduct
which the Board shall deem inimical to the best interests of the corporation,
including, without limitation, flagrant violation of any provision of
these Bylaws or failure to satisfy such membership qualifications. The
Board shall give the Local League Member who is the subject of the proposed
action 15 days' prior notice of the proposed expulsion , suspension,
or termination and the reasons therefor. The Local League Member may
submit a written statement to the Board regarding the proposed action
not less than five days before the effective date of the proposed expulsion,
suspension, or termination. Prior to the effective date of the proposed
expulsion, suspension, or termination, the Board shall review any such
statement submitted and shall determine the mitigating effect, if any,
of the information contained therein on the proposed expulsion, suspension
or termination. (A suspended Local League Member shall not be entitled
to exercise any of the voting rights set forth in these Bylaws.)
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Section 1. Number of Directors
The authorized number of Directors shall be fifteen (15) until changed
by an amendment of the Articles or by a Bylaw. This number of Directors
includes the Officers designated in Article V, Section 1 who shall also
serve as Directors.
Section 2. Selection of Directors.
Of the total number of directors provided for in Section 1 of this Article,
whose election is not provided for in Article V, Section I, seven shall
be elected by a majority of Members eligible to vote at the Annual Meeting
of Members and shall take office immediately, following such meeting.
Four directors shall be elected in even-numbered years and three shall
be elected in odd numbered years. The remaining shall be selected by the
Board of Directors.
Section 3. Term of office
. The elected directors, other than the officers provided for in Article
V, Section 1, shall hold office for a term of two years or until their
successors have been elected or appointed and qualified. The appointed
directors hold office for a term of one year or until the conclusion of
the next annual meeting.
Section 4. Qualifications
All directors must be Members of LWVS, citizens of the United States and
over the age of 18.
Section 5. Vacancies
Subject to the provisions of Section 5226 of the California Nonprofit
Public Benefit Corporation Law, any director may resign effective upon
giving written notice to the President or the Secretary or the Board.
Such resignation will be effective when received unless the notice specifies
a later time for the effectiveness of such resignation. If the resignation
is effective at a future time, a successor may be selected before such
time, to take office when the resignation becomes effective.
Vacancies in the Board shall be filled in the same manner as the director(s)
whose office is vacant was selected, provided that vacancies to be filled
by election may be a majority of the remaining directors, although less
than a quorum, or by a sole remaing director. Each director so selected
shall hold office until the expiration of the term of the replaced director
and until a successor has been selected and qualified.
A vacancy or vacancies in the Board shall be deemed to exist in case of
the death, unfilled office, resignation or removal of any director, or
if the authorized number of directors be increased.
The Board may declare vacant the office of a director who has been declared
of unsound mind by a final order of court, or convicted of a felony, or
been found by a final order or judgment of amy court to have breached
any duty arising under Article 3 of the California Nonprofit Public Benefit
No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of the director's term
Three consecutive absences from a Board Meeting of any member without
a valid reason shall be deemed a resignation.
Section 6. Powers and Duties
Subject to the limitations of the Articles of Incorporation and these
Bylaws the activities and affairs of the corporation shall be conducted
and all corporate powers shall be exercised by or under the control of
the Board. The Board shall plan and direct the work necessary to carry
out programs on selected governmental issues as adopted by the National
League Convention, the State League Convention, and the Annual Meeting.
The Board may delegate the management of the activities of the corporation
to any person or persons, a management company, or committees however
composed, provided that the activities and affairs of the corporation
shall be managed and all corporate powers shall be exercised under the
ultimate direction of the Board. Without prejudice to such general powers,
but subject to the same limitations, it is hereby expressly declared that
the Board shall have the following powers in addition to the other powers
enumerated in these Bylaws:
(a) To select and remove all the agents and employees of the corporation,
prescribe powers and duties for them as may not be inconsistent with
law, the Articles, or these Bylaws, fix their compensation, and require
from them the security for faithful service.
(b) To conduct, manage, and control the affairs of and activities of
the corporation and to make such rules and regulations therefor not
inconsistent with law, the Articles, or these Bylaws, as they may deem
(c) To authorize the issuance of memberships of the corporation from
time to time, upon such terms and for such consideration as may be lawful.
(d) To borrow money and incur indebtedness for the purposes of the corporation,
and to cause to be executed and delivered therefor, in the corporate
name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, or other evidences of debt and securities therefor.
Section 7. Regular Meetings
There shall be at least nine regular meetings of the Board annually. The
time and place for such meetings shall be set by the Directors at their
1st meeting. No action taken at any regular Board meeting attended by
three-fourths of the directors shall be invalidated because of the failure
of any director to receive any notice properly sent or because of any
irregularity in any notice actually received.
Section 8. Special Meetings
Special meetings of the Board for any purpose or purposes may be called
at any time by the President or any four directors.
Special meetings of the Board shall be held upon four (4) days' notice
by first-class mail or forty-eight (48) hours' notice given personally
or by telephone, telegraph, telex, or other similar means of communication.
Any such notice shall be addressed or delivered to each director at such
director's address as it is shown upon the records of the corporation
or as may have been given to the corporation by the director for purposes
of notice or, if such address is not shown on such records or is not readily
ascertainable, at the place in which the meetings of the directors are
regularly held. Notice by mail shall be deemed to have been given at the
time a written notice is deposited in the United States mails, postage
prepaid. Any other written notice shall be deemed to have been given at
the time it is personally delivered to the recipient or is delivered to
a common carrier for transmission, or actually transmitted by the person
giving the notice by electronic means, to the recipient. Oral notice shall
be deemed to have been given at the time it is communicated, in person
or by telephone or wireless, to the recipient or to a person at the office
of the recipient who the person giving the notice has reason to believe
will promptly communicate it to the receiver.
Section 9. Quorum
Five Directors shall constitute a quorum of the Board for the transaction
of business, except to adjourn as provided for in Section 12 of this Article
IV. Every act or decision done or made by a majority of the Directors
present at a meeting duly held at which a quorum is present, shall be
regarded as the act of the Board, unless a greater number be required
by law or by the Articles, except as provided in the next sentence. A
meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of Directors, if any action taken
is approved by at least a majority of the required quorum for such meeting.
Section 10. Participation in Meetings by Conference Telephone
Members of the Board may participate in a meeting through use of conference
telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another.
Section 11. Waiver of Notice
Notice of a meeting need not be given to any director who signs a waiver
of notice or a written consent to holding the meeting or an approval of
the minutes thereof, whether before or after the meeting, or who attends
the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes
of the meetings.
Section 12. Adjournment
A majority of the directors present, whether or not a quorum is present,
may adjourn any directors' meeting to another time and place. Notice of
the time and place of holding an adjourned meeting need not be given to
absent directors if the time and place be fixed at the meeting adjourned,
except as provided in the next sentence. If the meeting is adjourned for
more that twenty-four (24) hours, notice of any adjournment to another
time or place shall be given prior to the time of the adjourned meeting
to the directors who were not present at the time of the adjournment.
Section 13. Rights of Inspection
Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to
inspect the physical properties of the corporation of which such person
is a director.
Section 14. Committees
The Board may appoint one or more committees, each consisting of two or
more directors, and delegate to such committees any of the authority of
the Board except with respect to:
(a) The approval of any action for which the California Nonprofit Public
Benefit Corporation Law also requires approval of the Members or approval
of a majority of all Members;
Any such committee must be created, and the members thereof appointed,
by resolution adopted by a majority of the authorized number of directors
then in office, provided a quorum is present, and any such committee may
be designated an Executive Committee or by such other name as the Board
shall specify. The board may appoint, in the same manner, alternate members
of any committee who may replace any absent member at any meeting of the
committee. The board shall have the power to prescribe the manner in which
proceedings of any such committee shall be conducted. In the absence of
any such prescription, such committee shall have the power to prescribe
the manner in which its proceedings shall be conducted. Unless the Board
or such committee shall otherwise provide, the regular and special meetings
and other actions of any such committee shall be governed by the provisions
of this Article IV applicable to meetings and actions of the Board. Minutes
shall be kept of each meeting of each committee.
(b) The filling of vacancies on the Board or on any committee which
has the authority to act on behalf of the Board;
(c) The fixing of a compensation of the directors for serving on the
Board or on any committee;
(d) The amendment or repeal or Bylaws or the adoption of new Bylaws;
(e) The amendment or repeal of any resolution of the Board which by
its express terms is not so amendable or repealable;
(f) The appointment of other committees of the Board or the members
(g) The expenditure of corporate funds to support a nominee for director
after there are more people nominated for director than can be elected;
(h) The approval of any self-dealing transaction, as such transactions
are defined in Section 5233(a) of the California Nonprofit Public Benefit
Section 15. Executive Committee
(a) Composition. The Executive Committee shall be composed of the President;
one member of the Board who shall have been nominated for appointment
by the President and elected by the Board; and one member of the Board
nominated and elected by the Board.
(b) Duties. The Executive Committee shall transact emergency business
between meetings of the Board of Directors. The proceedings of the Executive
Committee shall be reported to the Board at its next meeting for ratification.
Section 16. Budget Committee
(a) Composition. The Budget Committee shall be composed of the Treasurer
and two directors, and two off board members in good standing, who shall
have been nominated for appointment by the President and elected by
the Board. The Treasurer shall not be eligible to serve as chairperson
of the Budget Committee.
(b) Duties. The Budget Committee shall prepare an annual budget for
LWVS and submit it to the Board at least two months prior to the Annual
Section 17. Fees and Compensation
Directors and members of the committees may receive such compensation,
if any, for their services, and such reimbursement for expense, as may
be fixed or determined by the Board.
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Section 1. Enumeration and Election of Officers
The Officers of LWVS shall be a President, a first Vice President, a second
Vice President, a third Vice President, a Secretary and a Treasurer. They
shall be elected by a majority of Members eligible to vote at the Annual
meeting of Members. All officers excepting the Treasurer shall take office
immediately following the Annual Meeting. The Treasurer shall take office
on July 1. The President shall hold office for a term of one year or until
their successors have been elected and qualified. The first Vice-President,
third Vice-President, and Secretary shall be elected in odd-numbered years.
The second Vice-President and Treasurer shall be elected in even-numbered
years. They shall hold office for two years or until their successors
have been elected and qualified.
Section 2. The President.
The President shall preside at all meetings of the organization and of
the Board of Directors unless the President designates someone else to
preside instead. In the absence or disability of the Treasurer, the President
may sign or endorse checks, drafts, and notes. The President shall be
ex-officio a member of all committees except the Nominating Committee
and shall have such usual powers of supervision and management as may
pertain to the office of President and perform such other duties as may
be designated by the Board.
Section 3. The Vice-Presidents. The First Vice- President in the event
of the absence, disability, or death of the President shall possess
all the powers and perform all the duties of that office, until such
time as the Board of Directors shall fill the vacancy. The Vice Presidents
shall perform such duties as the President and Board may designate.
Section 4. Secretary
The Secretary shall keep or cause to be kept, at the principal office
or such other place as the Board may order, a book of minutes of all meetings
of the Board and its committees, with the time and place of holding, whether
regular or special, and if special, how authorized, the notice thereof
given, the names of those present at Board and committee meetings, and
the proceedings thereof. The Secretary shall also keep minutes of the
Annual Meeting and shall sign with the President all contracts and such
instruments when so authorized by the Board. The Secretary shall keep,
or cause to be kept, at the principal office in the State of California
the original or a copy of the corporation's Articles and Bylaws, as amended
The Secretary shall give, or cause to be given, notice of all meetings
of the Board and any committees thereof required by these Bylaws or by
law to be given, shall keep the seal of the corporation in safe custody,
and shall have such other powers and perform such other duties as may
be prescribed by the Board.
Section 5. Treasurer
The Treasurer is the Chief financial officer of the corporation and shall
keep and maintain, or cause to be kept and maintained, adequate and correct
accounts of the properties and business transactions of the corporation.
The books of account shall at all times be open to inspection by any director.
The Treasurer shall deposit all moneys and other valuables in the name
and to the credit of the corporation with such depositaries as may be
designated by the Board. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board, shall render to the President
and directors, whenever they request it, an account of all transactions
as Treasurer and of the financial condition of the corporation, and shall
have such other powers and perform such other duties as may be prescribed
by the Board.
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Section 1. Endorsement of Documents; Contracts
Subject to the provisions of applicable law, any note, mortgage, evidence
of indebtedness, contract, conveyance or other instrument in writing and
any assignment or endorsement thereof executed or entered into between
the corporation and any other person, when signed by the President or
any Vice-President and the Secretary, any Assistant Secretary, the Treasurer
or any Assistant Treasurer of the corporation shall be valid and binding
on the corporation in the absence of actual knowledge on the part of the
other person that the signing officers had no authority to execute the
same. Any such instruments may be signed by any other person or persons
and in such manner as from time to time shall be determined by the Board,
and, unless so authorized by the Board, no officer, agent or employee
shall have any power or authority to bind the corporation by any contract
or engagement or to pledge its credit or to render it liable for any purpose
Section 2. Representation of Shares or Other Corporations
The President or any other officer or officers authorized by the Board
or the President are each authorized to vote, represent and exercise on
behalf of the corporation all the rights incident to any and all shares
of any other corporation or corporations standing in the name of the corporation.
The authority herein granted may be exercised either by any such officer
in person or by any other person authorized so to do by proxy or power
of attorney duly executed by said officer.
Section 3. Construction and Definitions
. Unless the context otherwise requires, the general provisions, rules
of construction and definitions contained in the General Provisions of
the California Nonprofit Corporation Law and in the California Nonprofit
Public Benefit Corporation Law shall govern the construction of these
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Section 1. Definitions
For the purposes of this Article, "agent" means any person who is or was
a director, officer, employee or other agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, or was a director, officer,
employee or agent of a foreign or domestic corporation which was a predecessor
corporation of the corporation or of another enterprise at the request
of such predecessor corporation; "proceeding" means any threatened, pending
or completed action or proceeding, whether civil, criminal, administrative
or investigative; and "expenses" includes without limitation attorneys'
fees and any expenses of establishing a right to indemnification under
Sections 4 or 5(b) of this Article.
Section 2. Indemnification In Actions by Third Parties
The Corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any proceeding, (other
than an action by or in the right of the corporation to procure a judgement
in its favor, an action brought under Section 5233 of the California Nonprofit
Public Benefit Corporation Law, or an action brought by the Attorney General
or a person granted relator status by the Attorney General for any breach
of duty relating to assets held in charitable trust) by reason of the
fact that such person is or was an agent of the corporation, against expenses,
judgements, fines, settlements and other amounts actually and reasonably
incurred in connection with such proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding,
had no reasonable cause to believe the conduct of such person was unlawful.
The termination of any proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith and in
a manner which the person reasonably believed to be in the best interests
of the corporation or that the person had reasonable cause to believe
that the person's conduct was unlawful.
Section 3. Indemnification In Actions By Or In The Right Of The Corporation
The Corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action by or in the right of the corporation, or brought
under Section 5233 of the California Nonprofit Public Benefit Corporation
Law, or brought by the Attorney General or a person granted relator status
by the Attorney General for a breach of duty relating to assets held in
charitable trust, to procure a judgment in its favor by reason of the
fact that such person is or was an agent of the corporation, against expenses
actually and reasonably incurred by such person in connection with the
defense or settlement of such action if such person acted in good faith,
in a manner such person believed to be in the best interests of the corporation
and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances. No indemnification
shall be made under Section 3:
(a) In respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation in the performance
of such person's duty to the corporation, unless and only to the extent
that the court in which such proceeding is or was pending shall determine
upon application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for the expenses
which such court shall determine;
(b) Of amounts paid in settling or otherwise disposing of a threatened
or pending action, or with or without court approval; or
(c) Of expenses incurred in defending a threatened or pending action
which is settled or otherwise disposed of without court approval, unless
it is settled with the approval of the Attorney General.
Section 4. Indemnification Against Expenses
To the extent that an agent of the corporation has been successful on
the merits in defense of any proceeding referred to in Sections 2 or 3
of this Article or in defense of any claim, issue or matter therein, the
agent shall be indemnified against expenses actually and reasonably incurred
by the agent in connection therewith.
Section 5. Required Determinations.
Except as provided in Section 4 of this Article any indemnification under
this Article shall be made by the corporation only if authorized in the
specific case, upon a determination that indemnification of the agent
is proper in the circumstances because the agent has met the applicable
standard of conduct set forth in Sections 2 or 3 of this Article by:
(a) A majority vote of a quorum consisting of directors who are not
parties to such proceedings; or
(b) The court in which such proceeding is or was pending upon application
made by the corporation or the agent or the attorney or other person
rendering services in connection with the defense, whether or not such
application by the agent or attorney, or other person is opposed by
Section 6. Advance of Expenses
Expenses incurred in defending any proceeding may be advanced by the corporation
prior to the final disposition of such proceeding upon receipt of an undertaking
by or on behalf of the agent to repay such amount unless it shall be determined
ultimately that the agent is entitled to be indemnified as authorized
in this Article.
Section 7. Other Indemnification
No provision made by the corporation to indemnify its or its subsidiary's
directors or officers for the defense of any proceeding, whether contained
in the Articles, Bylaws, a resolution of members or directors, an agreement
or otherwise, shall be valid unless consistent with this Article. Nothing
contained in this Article shall affect any right to indemnification to
which persons other than such directors and officers may be entitled by
contract or otherwise.
Section 8. Forms of Indemnification Not Permitted
No indemnification or advance shall be made under this Article, except
as provided in Section 4 or 5(b), in any circumstances where it appears:
(a) That it would be inconsistent with a provision of the Articles,
these Bylaws, or an agreement in effect at the time of the accrual of
the alleged cause of actio asserted in the proceeding in which the expenses
were incurred or other amount were paid, which prohibits or otherwise
limits indemnification; or
(b) That it would be inconsistent with any condition expressly imposed
by a court in approving a settlement.
Section 9. Insurance
The corporation shall have power to purchase and maintain insurance on
behalf of any agent of the corporation against any liability asserted
against or incurred by the agent in such capacity or arising out of the
agent's status as such whether or not the corporation would have the power
to indemnify the agent against such liability under the provisions of
this Article, provided, however, that a corporation shall have no power
to purchase and maintain such insurance to indemnify any agent of the
corporation for a violation of Section 5233 of the California Nonprofit
Public Benefit Corporation Law.
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ARTICLE VIII FINANCIAL ADMINISTRATION
Section 1. Fiscal Year
The fiscal year of the corporation shall be from July 1 to June 30 of
Section 2. Dues
Annual Dues, which may include various dues categories, shall be determined
by Members at the Annual Meeting and shall be payable by each Member by
the last day of the anniversary month of the Member's joining LWVS and
paying the initial dues. Any Member who fails to pay dues within 60 days
after they become payable shall no longer be a Member of LWVS.
Section 3. Budget
The Board shall submit to the Members for adoption at the Annual Meeting
a budget for the ensuing year. The Budget shall provide for the support
of LWVS. A copy of the proposed budget shall provide for the support of
LWVS. A copy of the proposed budget shall be sent to each Member at least
one month in advance of the Annual Meeting.
Section 4. Fiscal Report.
The Board shall send the Members on an annual basis, a fiscal report containing
the following information. Such report shall be sent not later than 120
days following the end of the League's fiscal year.
a) The assets and liabilities, including the trust funds, of the corporation
as of the end of the fiscal year.
(b) The principal changes in assets and liabilities, including trust
funds, during the fiscal year.
(c) The revenue or receipts of the corporation, both unrestricted and
restricted to particular purposes, for the fiscal year.
(d) The expenses or disbursements of the corporation, for both general
and restricted purposes, during the fiscal year.
(e) A copy of any report of independent accountants, or, if there is
no such report, the certificate of an authorized officer of the corporation
that such statements were prepared without audit from the books and
records of the corporation.
Section 5. Report on Transactions with Interested Person
(a) Within 120 days of the end of the corporation's fiscal year, the
Board shall send to the Members a report on any transaction in which
the corporation, its parent or subsidiary was a party and in which either
of the following had a direct or indirect material financial interest:
1) any director or officer of LWVS, or its parent or subsidiary.
(b) The report shall briefly describe:
(2) any holder of more than ten percent (10%) of the voting power
of LWVS or its parent or subsidiary.
(1) any covered transaction during the previous fiscal year involving
more than forty thousand dollars ($40,000), or which was one of a
number of covered transactions in which the same interested person
had a direct or indirect material financial interest, and which transactions
in the aggregate involved more than forty thousand dollars ($40,000).
(c) No such report need be sent if no transactions of the type occurred
during the fiscal year.
(2) The names of the interested persons involved in such transactions,
stating such person's relationship to the corporation, the nature
of such person's interest in the transaction, and, where practicable,
the amount of such interest; provided, that in the case of a transaction
with a partnership of which such person is a partner, only the interest
of the partnership need be stated.
Section 6. Distribution of Funds on Dissolution
In the event of a dissolution for any cause of LWVS, all monies and securities
which may at the time be owned by or under the absolute control of LWVS
shall be paid to LWVC. All other property of whatsoever nature, whether
real, personal, or mixed which may at the time be owned by or under the
control of LWVS shall be disposed of by any officer or employee of the
organization having possession of same to such person, organization, or
corporation, for such public, charitable, or educational uses and purposes
as may be designated by the Board.
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ARTICLE IX MEETINGS AND VOTING RIGHTS
Section 1. Membership Meetings
There shall be at least three meetings of the membership each year. Time
and place shall be determined by the Board.
Section 2. Annual Meeting
An Annual Meeting shall be held between April 1 and May 31, the exact
date to be determined by the Board. At the Annual Meeting the Members
(a) adopt a local program for the ensuing year;
(b) elect officers, directors and members of the Nominating Committee;
(c) adopt a budget; and
(d) transact such other business as may properly come before it; however,
if less than 1/3 of the membership is present, action may be taken only
on business contained in the Annual Meeting Kit.
Section 3. Voting
. Each Member shall be entitled to one vote only at any meeting of Members.
Absentee or proxy voting shall not be permitted. All elections for Directors
must be by ballot upon the written demand made by a Member at the Annual
Meeting and before the voting begins. In the election of the Officers
and Directors, the candidates receiving the highest number of votes of
those persons voting are elected.
Section 4. Quorum
A quorum for the Annual Meeting of the local league members and for any meeting in which local league members are entitled to vote shall consist of 10% of the membership.
Section 5. Notice of Annual Meeting
Written notice of each Annual Meeting shall be given not less than ten
(10) days nor more than ninety (90) days before the date of the Annual
Meeting to each Member; provided, however, that if notice is given by
mail and the notice is not mailed by first class, registered, or certified
mail, the notice shall be given not less than thirty (30) days before
the Annual Meeting. Such notice shall state the place, date, and hour
of the Annual Meeting and those matters which the Board, at the time of
the mailing of the notice, intends to present for action, but subject
to the provisions of applicable law, any proper matter may be presented
at the Annual Meeting for such action. The notice shall also include the
names of all those who are nominees for officers or directors at the time
the notice is sent.
All notices required by law or these Bylaws may be given by any one of
the following methods as determined by the Board:
(a) By mailing such notice enclosed in stamped envelope addressed to
the last known address of the Member, as shown by the records of the
Sacramento League, or
(b) By publishing such notice in the publication which is the official
organ of LWVS and by mailing a copy thereof to such Member, or
(c) By any other method provided by these Bylaws or determined by the
Board in accordance with the applicable law.
Section 6. Record Date
The Board may fix, in advance, a record date for the determination of
the Members entitled to notice of any Annual Meeting or entitled to exercise
any rights in respect of any lawful action. The record date so fixed shall
be not more than sixty (60) days nor less than ten (10) days prior to
the date of the Annual Meeting, nor more than sixty (60) days prior to
any other action. When a record date is so fixed, only Members of record
on that date are entitled to notice, to vote, or to exercise the rights
for which the record date was fixed.
If no record date is fixed by the Board, the record date for determining
members entitled to notice of an Annual Meeting shall be at the close
of business on the date on which the Board adopts the resolution relating
thereto, or the sixtieth (60th) day prior to the date of such other action,
which ever is later.
Section 7. Inspection of Corporate Records
Subject to Sections 6330, 6331 and 6332 of the California Nonprofit Public
Benefit Corporation Law, Members may do either or both of the following
for a purpose reasonably related to such Member's interest as a Member:
(a) Inspect and copy the record of all the names, addresses and voting
rights of Members at reasonable times, upon five (5) business days'
prior written demand upon the corporation, which demand shall state
the purpose for which the inspection rights are requested; or
The accounting books and records and minutes of proceedings of the Members
and the Board and committees of the Board shall be open to inspection
upon written demand on the corporation of any Member at any reasonable
time for a purpose reasonably related to such person's interests as a
(b) Obtain from the Secretary of the corporation, upon written demand
and tender of a reasonable charge, a list of those vote for the election
of directors, for which it specified by the member subsequent to the
date of demand. The demand shall state the purpose for which the list
is requested. The Secretary shall make the list available on or before
the later of ten (10) business days after the demand is received or
after the date specified therein as the date of which the list is to
be compiled. The Corporation may, within ten (10) business days after
receiving a demand, as set forth above in subparagraph (a) or (b) of
this Section, deliver to the person(s) making the demand a written offer
of an alternative method of achieving the purpose identified in said
demand without providing access to or a copy of the list. Any rejection
of the corporation's offer shall be in writing and shall indicate the
reasons the alternative proposed by the corporation does not meet the
proper purpose of the demand made pursuant to subparagraph (a) or (b)
of this Section .
Section 8. Inspection of Articles and Bylaws
LWVS shall keep in its principal office in the State of California, or
in the office of the President or Secretary, the original or a copy of
its Articles and of these Bylaws as amended to date, which shall be open
to inspection by Members, at all reasonable times during office hours.
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Section 1. The Nominating Committee
(a) The Nominating Committee shall consists of five Members, two of
whom shall be directors. The Chair and two Members who shall not be
directors, shall be elected by the Annual Meeting. Nominations for these
offices shall be made by the current Nominating Committee. Further nominations
may be made from the floor of the Annual Meeting. Nominating Committee
members shall hold office for a term of one year or until their successors
are elected and qualified. The other members of the Committee shall
be appointed by the Board at its first regular meeting following the
Annual Meeting and their term of office shall expire concurrently with
the term of office of the elected members.
(b) Any vacancy occurring in the Nominating Committee shall be filled
by the Board.
(c) The President of LWVS shall send the name and address of the Nominating
Committee Chair to the Members. It shall be the duty of the Nominating
Committee Chair to solicit from Members suggestions for nominations
for the offices to be filled.
Section 2. Suggestions by Members
Any Member may send suggestions to the Nominating Committee.
Section 3. Report of the Nominating Committee and Nominations from
The report of the Nominating Committee of its nominations for officers,
Directors and the Chair and two members of the succeeding Nominating Committee
shall be sent to the Members one month before date of the Annual Meeting.
The report of the Nominating Committee shall be presented to the Annual
Meeting. Immediately following the presentation of this report, nominations
may be made from the floor by any Member, provided that the consent of
the nominee shall have been secured.
Section 4. Election
An election committee, appointed by the President at the Annual Meeting
shall be in charge of the election. The election shall be by ballot, except
that if there is but one nominee for each office it shall be by voice
vote. A majority vote of those present and qualified to vote and voting
shall constitute an election.
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Section 1. Principle
s The Principles are concepts of government adopted by the national convention
and supported by the LWVS as a whole. They are the authorization for the
adoption of national, state, and local program.
Section 2. Program
The Program of LWVS shall consist of:
(a) action to implement the Principles; and
(b) those local governmental issues chosen for concerted study and action.
Section 3. Action by the Annual Meeting
The Annual Meeting shall act upon the Program using the following procedures:
(a) Members may make recommendations for a Program to the Board no later
than two months prior to Annual Meeting.
Section 4. Member Action. Members may act in the name of LWVS only when
authorized to do so by the Board. They may act only in conformity with,
and not contrary to, a position taken by LWVS of Women Voters of Sacramento,
LWVC, and LWVUS.
(b) The Board shall consider the recommendations and shall formulate
a proposed Program which shall be submitted to the Members at least
one month prior to the Annual Meeting, together with a list of not-recommended
(c) A majority vote of those present and voting shall be required for
the adoption of the Program proposed by the Board.
(d) Any recommendation for the Program submitted to the Board at least
two months before the Annual Meeting, but not proposed by the Board,
may be adopted by the Annual Meeting, provided consideration is ordered
by a majority vote and the proposal for adoption receives a two-thirds
(e) Changes in the program, in the case of altered conditions, may be
made 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 changes are to be discussed and acted upon.
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Section 1. National Convention
The Board or the Members, at a meeting before the date on which the names
of delegates must be sent to the national office, shall select delegates
to the convention in the number allotted LWVS under the provisions of
the bylaws of LWVUS.
Section 2. State Convention
The Board or the Members, at meeting before the date on which the names
of delegates must be sent to the state office, shall select delegates
to the convention in the number allotted LWVS under the provisions of
the bylaws of LWVC.
Section 3. State Council
The Board or the members, at a meeting before the date on which the name
of the presidents must abe sent to the State Office, shall name the president
or the alternate to that Council, under the provisions of the bylaws of
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Section 1. Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order
shall govern the corporation in all cases to which they are applicable
and in which they are not inconsistent with these Bylaws.
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These Bylaws may be amended at any Annual Meeting by a two-thirds vote
using the following procedure:
(a) Proposal for Bylaws amendments shall be submitted by any Member
to the Board no later than sixty (60) days prior to an Annual Meeting.
(b) All such proposed amendments together with the recommendations of
the Board shall be mailed by the Board to the members not less than
thirty (30) days prior to the Annual Meeting. The failure of the Board
to give such notice or failure of any LWVS Member to receive such notice
shall not invalidate the amendments to the Bylaws.
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