Article 1. Name The name of this organization is the League of Women Voters of Marion and Polk Counties, hereinafter referred to in these bylaws as LWVMPC. This local League is an integral part of the League of Women Voters of the United States (LWVUS) and the League of Women Voters of Oregon (LWVOR).
Article 2. Purposes and Policy
Section 1. Purposes. The purposes of the LWVMPC are to promote political responsibility through informed and active participation in government and to act on selected governmental issues. LWVMPC is organized and operated primarily for charitable, educational and advocacy purposes under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Notwithstanding any other provision of these Articles, LWVMPC shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under such provisions of the Internal Revenue Code. No substantial part of the activities of the corporation shall be attempting to influence legislation.
Section 2. Political Policy. The LWVMPC shall not support or oppose any political party or any candidate.
Article 3. Membership
Section 1. Eligibility. Any person who subscribes to the purposes and policy of the LWVMPC shall be eligible for membership.
Section 2. Types of Membership.
A. Voting Members. Persons at least 16 years of age who join the League shall be voting members of local Leagues, state Leagues and of the LWVUS; (1) Those who live within an area of a local League may join that League or any other local League; (2) those who reside outside the area of any local League may join a local League or shall be state members-at-large; (3) those who have been members of the League for 50 years or more shall be life members excused from the payment of dues.
B. Associate Members. All others who join the LWVMPC shall be Associate Members.
Article 4. Board of Directors
Section 1. Number, Manner of Selection, and Term of Office. The Board of Directors shall consist of the six officers of the LWVMPC, six elected directors, and not more than six appointed directors. The elected directors shall be elected by the general membership at each Annual Meeting and shall serve for one year from June 1 following the Annual Meeting or until their successors have been elected. The officers and elected directors shall appoint the additional directors, who shall serve one-year terms.
Section 2. Qualifications. No person shall be elected or appointed or shall continue to serve as an officer or director of the LWVMPC who is not a voting member of LWVMPC.
Section 3. Vacancies. Any vacancy occurring in the Board of Directors may 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 without a valid reason may, at the discretion of the Board of Directors, be deemed a resignation.
Section 4. Powers and Duties. The Board of Directors shall have full power and authority to manage the property and conduct the business of the LWVMPC, subject to the instruction of the general membership. It shall plan and direct the work necessary to carry out the program adopted at the Annual Meeting, the LWVOR Convention, and the LWVUS Convention. The Board shall create and designate such special committees as it deems necessary.
Section 5. Meetings. There shall be at least nine regular meetings of the Board of Directors annually. The President may call special meetings of the Board and shall call a special meeting within a week upon the request of five or more members of the Board. Board meetings shall be for the purposes of policy-making and final decision-making. When a decision cannot wait until the next board meeting, the president may call a meeting by e-mail, state the agenda, give a date and time when the decision must be made, and encourage board members to discuss the item by sending their comments to all board members by a certain date and time. The president will determine whether there is a quorum and whether there is agreement and will e-mail a statement of those findings to all board members. For those board members who do not have e-mail, the above proceeding will be conducted by telephone. The secretary will write up formal minutes of the E-meeting, including the names of board members who participated, the question under consideration, and the decision.
Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum.
Article 5. Officers
Section 1. Enumeration and Election of Officers. The officers of the LWVMPC shall be the President, First Vice-President, Second Vice-President, Secretary, Treasurer, and Immediate Past President serving for one-year terms and taking office June 1 following the Annual Meeting, except for the Treasurer, who shall take office July 1.
Section 2. The President. The president or the president's designate shall preside at all meetings of the organization and the Board of Directors. The president may, in the absence or disability of the treasurer, 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 the president and shall perform such other duties as may be designated by the Board.
Section 3. The Vice-Presidents. The two vice-presidents, in order of their rank, shall, in the event of absence, resignation, disability, or death of the president, possess all of the powers and perform all of the duties of that office. In the event the vice-presidents are unable to serve in this capacity, the Board of Directors shall elect one of its members to fill the vacancy. The vice-presidents shall perform such other duties as the president and the Board may designate.
Section 4. The Secretary. The secretary shall keep a complete record of all general meetings and all meetings of the Board of Directors; shall notify all officers and directors of their election; shall sign with the president all contracts and other instruments when 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 custodian of these moneys; shall deposit them in a bank or banks or other financial institution designated by the LWVMPC Board and disburse them upon order of the Board; shall present financial reports to the Board at its regular meetings and to the membership at the Annual Meeting. At least quarterly, the remaining balances of budget line items shall be reported to the Board. All financial records shall be open to the membership upon request.
Section 6. Immediate Past President. The Immediate Past President, who will be a voting member of the board, will act as an advisor to the President and board. If the Immediate Past President is unable or unwilling to serve, another Past President may be elected to this position.
Article 6. Financial Administration
Section 1. Fiscal Year. The fiscal year of LWVMPC shall commence on the first day of July of each year.
Section 2. Dues. Annual dues are due September 1, the amount to be determined at the Annual Meeting by a three-fifths vote of those voting members present and voting. Life members (members who have made a lump-sum life membership payment to LWVUS) and honorary life members (members of the League for fifty or more years) are excused from the payment of dues. New members who join between January 2 and May 31 will pay one-half dues. Members who join after May 31 are considered paid members throughout the following fiscal year. Any member who fails to pay dues by January 1 shall be dropped from membership.
Section 3. Budget Committee. A Budget Committee shall be appointed by the Board of Directors at least two months prior to the Annual Meeting. The treasurer and Development Chair shall serve as members, but shall not be eligible to serve as chair of the Budget Committee.
Section 4. Budget. The budget for the ensuing year shall be submitted by the Board of Directors to the Annual Meeting for adoption. Section 5. Finance. The LWVMPC, under the direction of the Development Chair, shall raise funds necessary for that part of the budget not covered by membership dues by:
A. soliciting nonmember contributions from the community;
B. soliciting member contributions; and
C. any other practical means approved by the Board.
Section 6. Indemnification of Officers, Directors, and Employees. The LWVMPC shall indemnify to the fullest extent not prohibited by law any director, officer, committee member, or employee who was or is a party or is threatened to be made a party to any proceeding because such person is or was a director, officer, committee member, or employee of LWVMPC, which shall include any threatened, pending, or completed action, suit, or proceeding whether brought in the name of the LWVMPC or otherwise, and whether of a civil, criminal, investigative, or administrative nature, against all expenses, including attorney's fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by the indemnified person in connection with such proceeding. Any indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under these bylaws, agreements, statutes, policies of insurance, or otherwise The indemnified person shall not have indemnity if that person acted outside the scope of League business, acted with willful and wanton neglect of duty, or intentionally committed a crime. This section shall be applied upon approval of the Board of Directors after purchase of liability insurance.
Section 7. Limitation of Liability. The civil liability of directors, officers, committee members, and employees shall be limited to the fullest extent permitted under the Oregon Nonprofit Corporation Act of 1989.
Article 7. Membership Meetings
Section 1. Annual Meeting. An Annual Meeting of the membership shall be held between April first and June first, 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 and two members of the Nominating Committee;
C. adopt an adequate budget;
D. receive written reports from officers and chairs of committees; and
E. transact such other business as may properly come before it.
Section 2. Other Meetings. Other meetings of the members and unit meetings shall be held at the times and places designated by the Board of Directors.
Section 3. Notice of Meetings of Members. At least two weeks notice of a meeting of members at which business will be conducted, and the purpose of such meeting, shall be given to all members.
Section 4. Quorum. Those members in attendance at a duly-noticed meeting of the members shall constitute a quorum.
Article 8. Nominations and Elections
Section 1. Nominating Committee. The Nominating Committee shall consist of up to five members, one of whom shall be a member of the Board of Directors. The chair and one other member, who shall not be members of the Board, shall be elected at the Annual Meeting. Nominations for those offices shall be made by the current Nominating Committee. The other members shall be appointed by the Board of Directors. Any vacancy on the Nominating Committee shall be filled by the Board of Directors. Suggestions for nominees for officers and directors may be sent to the committee by any voting member.
Section 2. Report of the Nominating Committee and Nominations from the Floor. The report of the Nominating Committee of its nominations for officers, directors, and the members of the succeeding Nominating Committee shall be sent to all members at least two weeks before the Annual Meeting. Immediately following the presentation of the report at the Annual Meeting, nominations may be made from the floor by any voting member, provided the consent of the nominee shall have been procured in writing.
Section 3. Elections. The election shall be by ballot, except when there is but one nominee for each office it shall be in order to move that the secretary 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 9. Program Section 1. Local Program. The governmental principles adopted by the LWVUS and the LWVOR constitute the authorization for local program. Local program shall consist of action to implement such principles and those local governmental issues chosen for action and study.
Section 2. Action by the Annual Meeting. The Annual Meeting shall decide the program for the coming year, using the following procedures:
A. the Board of Directors shall consider recommendations submitted by voting members two months prior to the Annual Meeting and shall formulate a proposed program;
B. the proposed program shall be sent to all members at least two weeks before the Annual Meeting;
C. a majority vote of voting members present and voting at the Annual Meeting shall be required for the adoption of each item of the proposed program presented by the Board of Directors;
D. recommendations for program submitted to the Board by voting members two months prior to the Annual Meeting, but not recommended by the Board of Directors, may be adopted by the Annual Meeting, provided that 1) the Annual Meeting orders consideration by majority vote; 2) the Annual Meeting adopts the item by a two-thirds vote; and 3) a member volunteers to be the chair for the program.
E. voting order and required vote:
1) consideration of non-recommended program - majority vote; 2) adoption of proposed program - majority vote; 3) adoption of non-recommended program - two-thirds vote.
Section 3. Changes in the Program. In the case of altered conditions, program changes may be made, provided that information concerning the proposed change has been sent to all members at least two weeks prior to a general membership meeting at which the change is to be discussed. Final action by the membership may be taken at the same or a succeeding meeting. Section 4. Member Action. Members may act in the name of the LWVMPC only when authorized to do so by the Board of Directors of the LWVMPC, the LWVOR, or the LWVUS.
Article 10. LWVUS Convention, LWVOR Convention and Council
Section 1. LWVUS Convention. The Board of Directors, at a meeting preceding the Convention of the LWVUS, shall elect delegates to the Convention in the number allotted the LWVMPC under the provisions of the bylaws of the LWVUS.
Section 2. LWVOR Convention and Council. The Board of Directors, at meetings preceding the LWVOR Convention and the LWVOR Council, shall elect delegates to the Convention and Council in the number allotted the LWVMPC under the provisions of the bylaws of the LWVOR. The president, if available, will be elected as the primary delegate.
Article 11. Parliamentary Authority The rules contained in Roberts' Rules of Order (Newly Revised) shall govern the organization whenever needed for the efficient and orderly conduct of conduct of business when they are not inconsistent with these bylaws. Board of Directors meetings may be governed by consensus decision-making unless a consensus cannot be reached.
Article 12. Amendments These bylaws may be amended by a two-thirds vote of the voting members present and voting at an Annual Meeting, provided the proposed amendment is submitted to the membership in writing at least two weeks prior to the Annual Meeting.