BYLAWS
LEAGUE OF WOMEN VOTERS OF SACRAMENTO
May 2000 Annual Meeting
May 2004 Annual Meeting
May 2006 Annual Meeting
June 2007 Annual Meeting
Table of Contents
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 AND COUNCIL
ARTICLE XIII: PARLIAMENTARY AUTHORITY
ARTICLE XIV: AMENDMENTS
ARTICLE I
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.Table of Contents
ARTICLE II
PURPOSES AND POLICY
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 governmental issues.Section 2. Political Policy
LWVS shall not support or oppose any political party or any candidate.Table of Contents
ARTICLE III MEMBERSHIP
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.)
Table of Contents
ARTICLE IV BOARD OF DIRECTORS
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 Corporation Law.
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 of office.
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 best.
(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;
(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 thereof;
(g) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected; or
(h) The approval of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the California Nonprofit Public Benefit Corporation Law.
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 Meeting.
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.Table of Contents
ARTICLE V OFFICERS
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 to date.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.
Table of Contents
ARTICLE VI OTHER PROVISIONS
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 or amount.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 Bylaws.Table of Contents
ARTICLE VII INDEMNIFICATION
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 the corporation.
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.Table of Contents
ARTICLE VIII FINANCIAL ADMINISTRATION
Section 1. Fiscal Year
The fiscal year of the corporation shall be from July 1 to June 30 of each year.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.
(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).
(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.Table of Contents
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 shall:-
(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 Local League Members and for any Meeting in which Local League members are entitled to vote shall consist of thirty Local League members.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
(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.Table of Contents
ARTICLE X NOMINATIONS AND ELECTIONS
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 Floor
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.Table of Contents
ARTICLE XI PROGRAM
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.
(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 items.
(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 vote.
(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.
Table of Contents
ARTICLE XII NATIONAL CONVENTION, STATE CONVENTION AND COUNCIL
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 the LWVC.Table of Contents
ARTICLE XIII PARLIAMENTARY AUTHORITY
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.Table of Contents
ARTICLE XIV AMENDMENTS
Section 1
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.
Table of Contents