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BYLAWS OF THE LEAGUE OF WOMEN VOTERS OF GREATER BIRMINGHAM (Last revised May 20, 2006) (Adopted March, 1960; Amended March, 1967; 1969; 1973; 1974; 1975; 1976; 1977; 1980; 1981; 1983; 1986; 1987, 1993, 1999, 2001, 2003; 2004; 2005) Article I: NAME SEC. 1. Name. The name of this organization shall be the League of Women Voters of Greater Birmingham. 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 Alabama. ARTICLE II: PURPOSE AND POLICY SEC. 1. Purposes. The purposes of the League of Women Voters of Greater Birmingham are to promote political responsibility through informed and active participation of citizens in government and to act on selected governmental issues. SEC. 2. Political Policy. The League shall not support or oppose any political party or any candidate. ARTICLE III: MEMBERSHIP SEC. 1. Eligibility. Any person who subscribes to the purposes and policy of the League shall be eligible for membership. SEC. 2. Types of Membership. a. Voting Members. Citizens at least 18 years of age who join the League of Women Voters of Greater Birmingham shall be voting members. b. Associate Members. All others who join the League of Women Voters of Greater Birmingham shall be associate members. c. Those who have been members of the League for 50 years or more shall be life members excused from the payment of dues. Those who make a lump-sum life membership payment to the LWVUS shall be paid life members. ARTICLE IV. BOARD OF DIRECTORS SEC. 1. Number, Manner of Selection and Terms of Office a. The Board of Directors shall consist of the officers of the League, six elected directors and not more than six appointed directors. Three directors shall be elected by the general membership at each annual business meeting and shall serve a term of two years, or until their successors have been qualified and elected. The elected members of the board 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 those appointed shall expire at the conclusion of the next annual business meeting. b. Directors. With the consent of the Board of Directors, the duties, powers and portfolio of an appointed director may be shared by a co-director, whose appointment shall not count toward the allotted number of appointed directors. The co-directors shall share a single appointment and a vote. SEC. 2. Qualifications. No person shall be elected or appointed or shall continue to serve as officer or director of this organization unless that person is a voting member, in good standing, of the League of Women Voters of Greater Birmingham. No person shall be elected or appointed or shall continue to serve as an officer or director of this organization if that person engages in any activity which may jeopardize the nonpartisan policy of the League of Women Voters. SEC. 3. Vacancies. Vacancies other than the presidency may be filled by vote of the remaining members of the Board of Directors. Three consecutive absences from Board meetings or more than five absences over twelve months from Board meetings of any member without valid reason shall be deemed a resignation. SEC. 4. Powers and Duties. The Board of Directors shall have charge of the property and business of the organization, with full power and authority to manage and conduct same, subject to decisions voted upon by 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 Business Meeting. The Board shall create and designate such special committees as it may deem necessary. SEC. 5. Executive Committee. The Board of Directors may appoint an executive committee consisting of no fewer than three members of the Board. The executive committee shall exercise such power and authority as may be delegated to it by the Board of Directors and shall report at the next regular meeting of the Board on all actions taken by the committee. SEC. 6. Meetings. There shall be at least nine regular meetings of the Board of Directors annually. The president may call special meetings of the Board of Directors and shall call a special meeting upon the written request of five members of the Board. Such call shall include the business to be transacted, and only such business may be transacted. SEC. 7. Quorum. A majority of the members of the Board of Directors shall constitute a quorum. Any member of the board may participate in a meeting by means of a telephone conference or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence at a meeting. Decisions reached by Board members in attendance at which a quorum is not achieved may be established as Board action after receiving a majority vote by polling all absent Board members afterward. The poll must be conducted in such a way as to have recorded responses from at least 75% of the board by mail, e-mail, or FAX for the record. The minutes of the Board meeting shall be amended to include the poll. ARTICLE V. OFFICERS SEC. 1. Enumeration and Election of Officers. The officers of the League of Women Voters of Greater Birmingham shall be a president, a first vice-president, a second vice-president, a secretary and a treasurer who shall be elected for terms of two years by the general membership at an annual business meeting. All officers with the exception of the treasurer shall take office at the close of the annual meeting. The treasurer shall take office on July 1 at the beginning of the fiscal year. The president, the first vice-president and the secretary shall be elected in odd-numbered years. The second vice-president, and the treasurer shall be elected in even-numbered years. SEC. 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. The president shall be, ex officio, a member of all committees except the nominating committee. The president shall have such powers of supervision and management as may pertain to the office of president and perform other duties the Board shall designate. In the event of the absence, disability, resignation or death of the president, the vice-presidents, in order of their rank, shall assume the office. If no vice-president is able to serve, the Board shall fill the vacancy from among the elected directors. If no elected director is able to serve, the Board shall direct the Nominating Committee to secure within one month a candidate for president. The report of the Nominating Committee shall be sent to members at least two weeks prior to a special general membership meeting called to elect a president. If a quorum is present, a president shall be elected by a majority vote. SEC. 3. The Vice-Presidents. The vice-presidents shall perform such duties and the Board shall designate. SEC. 4. Secretary. The secretary shall keep minutes of all meetings of the League and of all meetings of the Board of Directors. The secretary shall notify all officers and directors of their election. The secretary 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. SEC. 5. Treasurer. The treasurer shall collect and receive all monies due. The treasurer shall be custodian of these monies, shall deposit them in a bank designated by the Board of Directors and shall disburse the same only upon order of the Board. The treasurer shall present statements to the Board at its regular meetings and an annual report at the annual business meeting. a. The treasurer may appoint a member to serve as assistant, with Board approval. b. An audit of the treasurer's books shall be made by a qualified person following the closing of the year's account. A report of this audit shall be made to the presiding Board no later than the September Board meeting of that year. ARTICLE VI. FINANCIAL ADMINISTRATION SEC. 1. Fiscal Year. The fiscal year of the League of Women Voters of Greater Birmingham shall commence on the first day of July each year. SEC. 2. Dues. Dues are payable at the time of joining. Dues for renewing members shall be due and payable by September 15 each fiscal year thereafter. Any member who fails to pay dues by January 15 each year shall be dropped from the membership rolls. New members who join between January 1 and March 31 shall pay half of the annual dues; new members who join between April 1 and June 30 shall pay one fourth of the annual dues. SEC. 3. Budget. A budget for the ensuing year shall be submitted by the Board of Directors for adoption at the annual business meeting. It shall include support for the work of the League as a whole. SEC. 4. Budget Committee. A budget committee shall be appointed by the Board of Directors at least three months prior to the annual business meeting to prepare a budget for the ensuing year. The proposed budget shall be sent to all members one month before the annual business meeting. The treasurer shall not be eligible to serve as chairperson of the budget committee. ARTICLE VII. MEETINGS SEC. 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 and shall be announced at least one month prior to each meeting, including time and location. SEC. 2. Annual Business Meetings. The annual business meeting shall be held within three months prior to closing of the fiscal year, exact date to be determined by the Board of Directors. The annual business meeting shall: a. Adopt a local program for the ensuing year; b. Elect officers, directors, members of the nominating committee; c. Adopt an adequate budget; and d. Transact such other business as may properly come before it. SEC. 3. Quorum. Fifteen percent of the voting members shall constitute a quorum at all meetings of the League of Women Voters of Greater Birmingham. ARTICLE VII. NOMINATIONS AND ELECTIONS SEC. 1. Nominating Committee. The nominating committee shall consist of at least three members. The chairperson and one member, who shall not be members of the Board of Directors, shall be elected at the annual business meeting. Nominations for these positions shall be made by the current nominating committee. The other member shall be appointed by the Board of Directors immediately following the annual business meeting. The nominating committee may consist of more than three members as long as the ratio of appointed to elected not exceed 2:3. Any vacancy in the nominating committee shall be filled by a member appointed by the Board of Directors. Suggestions for nominations for officers and directors may be sent to this committee by any voting member. a. The chairperson and nominating committee members shall attend at least one Board meeting. b. The nominating committee shall select nominees for election by the membership at the annual business meeting, and shall be authorized to recommend to the Board persons to fill vacancies during the year. SEC. 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 business meeting. The report of the nominating committee shall be presented at the annual business 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. SEC. 3. Elections. The election shall be by ballot. When there is only one nominee for each office, the secretary may be instructed to cast the ballot for each 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 SEC. 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 program. SEC. 2. Program. The program of the League of Women Voters of Greater Birmingham shall consist of: a. Action to implement the principles of the League of Women Voters of the United States. b. Those local governmental issues chosen for concerted study and action. SEC. 3. Action by the Annual Business Meeting. The annual business meeting shall act upon the program using the following procedures: a. The Board of Directors shall consider the recommendations submitted by the voting members two months prior to the annual business meeting and shall formulate a proposed program. b. The proposed program and items not recommended by the Board of Directors shall be sent to all members one month before the annual business meeting. c. Items recommended by the Board of Directors for proposed program may be adopted by a majority vote. d. Items not recommended by the Board of Directors for proposed program may be adopted by the membership at the annual business meeting provided that: 1. The annual business meeting shall order consideration by a majority vote; 2. The annual business meeting shall adopt the item by a two-thirds vote. SEC. 4. Program Changes. In the case of altered circumstances, program changes may be made provided that: a. 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 b. The proposed change is adopted by the membership by a majority vote at a subsequent meeting at which there is a quorum. SEC. 5. Member Action. Members may act in the name of the League of Women Voters only when authorized to do so by the Board of Directors. SEC. 6. Local League Action. the League of Women Voters of Greater Birmingham may act only in conformity with, or not contrary to, the positions taken by the League of Women Voters of the United States, and the League of Women Voters of Alabama. ARTICLE X. NATIONAL CONVENTION, STATE CONVENTION AND COUNCIL SEC. 1. National Convention. Delegates to the convention of the LWVUS shall be selected by the Board of Directors in the number allotted the League of Women Voters of Greater Birmingham under the provisions of the bylaws of the League of Women Voters of the United States (Article IX, Sec. 1 and 2). SEC. 2. State Convention. Delegates to the LWVAL Convention shall be selected by the Board of Directors in the number allotted the League of Women Voters of Greater Birmingham under the provisions of the bylaws of the League of Women Voters of Alabama. (Article VIII, Sec. 4). SEC. 3. State Council. Delegates to the LWVAL Council shall be selected by the Board of Directors in the number allotted the League of Women Voters of Greater Birmingham under the provisions of the bylaws of the League of Women Voters of Alabama (Article IX, Sec. 2). ARTICLE XI: PARLIAMENTARY AUTHORITY SEC. 1. Parliamentary Authority. The rules contained in Robert's Rules of Order Newly Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws. ARTICLE XII: AMENDMENTS SEC. 1. The Bylaws Committee. The bylaws committee shall be appointed by the Board of Directors at least six months prior to the annual business meeting to review and evaluate the bylaws of the League of Women Voters of Greater Birmingham. a. It shall consist of two members one of whom shall be a Board member. b. Changes may be proposed by the committee, the Board of Directors or the membership. These shall be submitted to the State Board of Directors for review and subsequently sent to all members one month before the annual business meeting. c. The report of the bylaws committee shall be presented at the annual business meeting. SEC. 2. Amendments. These bylaws may be amended by a two-thirds vote of the voting members present at the annual business meeting, provided that amendments were submitted to the membership in writing at least one month in advance of the meeting. SEC. 3. Members' Copy. A copy of the bylaws is available to members by download from the LWVGB website, or by paper copy upon request. Each new member shall receive a copy of the bylaws upon payment of dues. |
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