Making Democracy Work

League of Women Voters-Whitewater Area By-Laws

ARTICLE I. Name.

Section 1. Name. The name of this organization shall be the League of Women Voters - Whitewater Area. This local League is an integral part of the League of Women Voters of the United States and of the League of Women Voters of Wisconsin Education Network, Inc.

ARTICLE II. Purposes and Policy.

Section 1. Purposes. The purposes of the League of Women Voters - Whitewater Area shall be to promote political responsibility through informed and active participation of citizens in government.

Section 2. Policy. The League of Women Voters - Whitewater Area may take action on local governmental measures and policies in the public interest in conformity with the principles of the League of Women Voters of the United States. It shall not support or oppose any political party or any candidate.

Section 3. The League of Women Voters - Whitewater Area shall be operated exclusively for charitable and educational purposes, as defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue law (the "Code").

Section 4. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the organization. No substantial part of the activities of the organization shall be carrying on of propaganda or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on by (a) an organization exempt from federal income tax under section 501 (c) (3) of the Code, or by (b) an organization, contributions to which are deductible under section 170 (c) (2) of the Code.

ARTICLE III. Types of Membership.

Section 1. Eligibility. Any person who subscribes to the purposes and policy of the League shall be eligible for membership.

Section 2. Types of Membership.

a. Voting Members. Citizens at least 18 years of age who join the LWV + Whitewater Area shall be voting members of the local and state Leagues of their place of joining and of the LWVUS: (1) those who reside outside the area of any local League may join a local League or shall be state members-at-large; (2) those who make a lump-sum life membership payment to the LWVUS shall be paid life members and those who have been members of the League for 50 years or more shall be honorary life members excused from the payment of dues.

b. Associate Members. All others who join the League shall be associate members.

c. Student Members. Citizens at least 18 years of age who attend a secondary or post secondary educational institution at least half time shall be student members. Student members have the same status as voting members but are eligible for a reduced membership fee, set by the Board of Directors.

Section 3. Written Ballot

In special circumstances designated at the discretion of the Board of Directors and not pertaining to the election of officers, directors, or amendment of the bylaws or articles of incorporation, the vote of the members may be taken by written ballot as set forth in section 181.0708 of the Wisconsin Statutes. Consistent with the requirements of section 181.0708, Wis. Stats., any action of members may be taken without a meeting if the LWV + Whitewater Area delivers a written ballot to every member entitled to vote on the matter. A written ballot shall set forth each proposed action and provide an opportunity to vote for or against such action. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes vast by ballot.

ARTICLE IV. Board of Directors.

Section 1. Number, Manner of Selection and Term of Office. The Board of Directors shall consist of the officers of the League, plus six elected Directors, and not more than six appointed Directors. One-half of elected Directors shall be elected by the general membership at each Annual Meeting and shall serve for a term of two years, or until their successors have been elected and qualified. The elected members shall appoint such additional Directors, not exceeding six, as they deem necessary to carry on the work of the League. The terms 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 or director of this organization who is not a voting member of the LWV - Whitewater Area.

Section 3. Vacancies. Any vacancy other than the Presidency occurring in the Board of Directors, by reason of the resignation, death, or disqualification of an officer or elected member, shall be filled until the next Annual Meeting, by a majority vote of the remaining members of the Board of Directors. Three consecutive absences from a Board Meeting of any member without a valid reason shall be deemed a resignation.

Section 4. Powers and Duties. The Board of Directors shall have full charge of the property and business of the organization, with full power and authority to manage and conduct the same, subject to the instructions of the general membership. It shall plan and direct the work necessary to carry out the Program as adopted by the National Convention, the state Convention and the Annual Meeting. The Board shall create and designate such special Committees as it may deem necessary.

Section 5. Meetings. There shall be at least six regular meetings of the Board of Directors annually. The President may call special meetings of the Board of Directors and shall call a special meeting upon the written request of five members of the Board.

Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum

Section 7. Written Consent

In accordance with Section 181.0821, Wis. Stats., any action that would be taken at a meeting of the Board may be taken without a meeting if a consent in writing setting forth the action to be taken, is signed by at least two-thirds (2/3) of all of the Directors, provided all Directors receive notice of the text of the written consent and of its effective date and time. Any such consent signed by two-thirds (2/3) of all of the Directors has the same effect as a two-thirds (2/3) vote taken at a duly convened meeting of the Board at which a quorum is present and may be stated as such in any document filed with the Wisconsin Department of Financial Institutions. For purposes of this section, pursuant to 181.0821(1r) of the Wisconsin Statutes, "in writing" includes a communication that is transmitted or received by electronic means, including electronic mail ("email"), and "signed" includes an electronic signature, as defined in 181.0103(10p) of the Wisconsin Statutes, as amended from time to time.

ARTICLE V. Officers.

Section 1. Enumeration and Election of Officers. The Officers of the LWV - Whitewater Area shall be a President, a Vice President, a Secretary and a Treasurer who shall be elected for terms of two years by the general membership at an Annual Meeting and take office immediately. The President and the Vice President shall be elected in even numbered years. The Secretary and the Treasurer shall be elected in odd numbered years.

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

Section 3. The Vice Presidents. The Vice President shall, in the event of absence, disability or death of the President, possess all the powers and perform all the duties of that office, until such time as the Board of Directors shall elect one of its members to fill the vacancy. The Vice President shall perform such other duties as the President and Board may designate.

Section 4. The Secretary. The Secretary shall keep minutes of all meetings of the League and of all meetings of the Board of Directors, may notify all officers and Directors of their election, shall sign with the President all contracts and other instruments when so authorized by the Board and shall perform such other functions as may be incident to the office

Section 5. The Treasurer. The Treasurer shall collect and receive all moneys due, shall be the custodian of these moneys, shall deposit them in a bank designated by the Board of Directors, shall disburse the same only upon order of the Board and shall present statements to the Board at their regular meetings and an annual report to the Annual Meeting

ARTICLE VI. Financial Administration.

Section 1. Fiscal Year. The fiscal year of the LWV - Whitewater shall be from July 1 to June 30 of each year.

Section 2. Dues. Annual dues shall be payable at the September meeting of each year. When two members reside at the same address in a common household a payment for the two members shall be one and one-half times the single member assessment. Any member who fails to pay her/his dues within four months after they become payable shall be dropped from the membership.

Section 3. Budget. A budget for the ensuing year shall be submitted by the Board of Directors to the Annual Meeting for adoption. 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.

ARTICLE VII. Meetings.

Section 1. Membership Meetings. There shall be at least four meetings of the membership each year. Time and place shall be determined by the Board of Directors.

Section 2. Annual Meeting. An Annual Meeting shall be held in the spring, the exact date to be determined by the Board of Directors. The Annual Meeting shall:

a. adopt a local Program for the ensuing year; b. elect officers and directors, members of the Nominating Committee; c. adopt an adequate budget, and d. transact such other business as may properly come before it.

Section 3. Quorum. Twenty-five per cent of the members shall constitute a quorum at all meetings of the LWV - Whitewater Area.

ARTICLE VIII. Nominations and Elections.

Section 1. Nomination Committee. The Nominating Committee shall consist of a minimum of two members, one of whom shall be a member of the Board of Directors. The members shall be elected at the Annual Meeting. Any vacancy on the Nominating Committee shall be filled by the Board of Directors. Suggestions for nominations for Officers and Directors may be sent to this Committee by any voting member.

Section 2. Report of Nominating Committee and Nominations from the floor. The report of the Nominating Committee of its nominations for Officers, Directors, and the members of the succeeding Nominating Committee shall be sent to all members one month before the 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 voting member provided the consent of the nominee shall have been secured.

Section 3. Elections. The elections shall be by ballot, provided that when there is but one nominee for each office, the secretary may be instructed to cast the ballot for every nominee. A majority vote of those qualified to vote and voting shall constitute an election. Absentee or proxy voting shall not be permitted.

ARTICLE IX. Program.

Section 1. Authorization. The governmental principles adopted by the national Convention and supported by the League as a whole constitute the authorization for the adoption of the Program

Section 2. Program. The Program of the LWV - Whitewater Area shall consist of: a. action to implement the Principles, and b. those 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: b. the Board of Directors shall consider the recommendations sent in by the voting members two months prior to the Annual Meeting and shall formulate a Proposed Program. c. The Proposed Program shall be sent to all members one month before the Annual Meeting. d. A majority vote of voting members present and voting at the Annual Meeting shall be required for adoption of subjects in the Proposed Program as presented to the Annual Meeting by the Board of Directors. e. Recommendations for Program submitted by voting members two months prior to the Annual Meeting, but not recommended by the Board of Directors, may be considered by the Annual Meeting provided that: (1) the Annual Meeting shall order consideration by a majority vote, and (2) the Annual Meeting shall adopt the item by a majority vote. f. Changes in the Program, in the case of altered conditions, may be made provided that: (1) 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 (2) final action by the membership is taken at a succeeding meeting

Section 4. Member Action. Members may act in the name of the League of Women Voters - Whitewater Area only when authorized to do so by the Board of Directors. Members acting as individuals are not bound by the above restriction, but should not identify themselves as League members.

ARTICLE X. National Convention, State Convention and Council.

Section 1. National Convention. The Board of Directors, at a meeting before the date on which the names of delegates must be sent to the national office, shall select delegates to that Convention in the number allotted the LWV - Whitewater Area under the provisions of the Bylaws of the League of Women Voters of the United States.

Section 2. State Convention and 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 that Convention or Council in the number allotted the LWV - Whitewater Area under the provisions of the Bylaws of the LWV of Wisconsin Education Network, Inc.

ARTICLE XI. Parliamentary Authority.

Section 1. Parliamentary Authority. The rules contained in the current edition of Robert's' Rules of Order 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.

Section 1. 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 in advance of the meeting.

ARTICLE XIV Dissolution.

Section 1. Dissolution. Upon the dissolution of the organization, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all of the assets by distributing the assets to the League of Women Voters of Wisconsin Education Network, Inc. ("LWVWI Education Network") or, if the LWVWI Education Network no longer exists or declines to accept the assets, to the League of Women Voters Education Fund, provided that either organization continues to be recognized as an organization that is exempt from federal income tax under section 501(c)(3) of the Code. If neither organization can accept the assets, the distribution shall be made to such organization or organizations that are organized and operated exclusively for exempt purposes under section 501(c)(3) of the Code, or corresponding provisions of any subsequent federal tax laws, or to a State or a political subdivision of a State as defined in section 170(c)(1) of the Code.

ARTICLE XV Group Exemption.

Section 1. Group Exemption. The LWV - Whitewater Area agrees to be included in the group ruling of the LWVWI Education Network (the "central organization"). We also agree that we must accept and adhere to all of the following as a part of being a subordinate/chapter:

a. We agree to accept the purpose of and abide by the policies and principles of LWVWI Education Network, including Bylaws, Policies, and Handbook. b. We agree to report our activities to LWVWI Education Network as requested and to provide the requested reports on our activities and financials. c. We agree that we are under the general control and supervision of our central organization, as that term is applied for purposes of a group ruling under section 501(c)(3) of the Code. d. We understand that if we ever leave the group ruling or it ceases to exist, we will need to reapply for individual exemption and pay the user fee should we wish to be exempt.

Approved May 25, 2011 at the LWV Whitewater-Area Annual Meeting