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BY-LAWS League of Women Voters of Wilton, CT Adopted June 1, 2005 ARTICLE I Section 1. Name. The name of this organization shall be the League of Women Voters of Wilton. 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 Connecticut. ARTICLE II Purpose and Policy Section 1. Purpose. The purpose of the League of Women Voters of Wilton shall be to promote political responsibility through informed and active participation of citizens in government, and to act on selected governmental issues. Section 2. Nonpartisan Policy. The League of Women Voters of Wilton shall not support or oppose any political party or any candidate. ARTICLE III Membership Section 1. Eligibility. Any person who subscribes to the purpose and policy of the League shall be eligible for membership. Section 2. Types of membership. The membership of the League of Women Voters of Wilton shall be composed of voting members and associate members. a) Voting members shall be citizens at least 18 years of age. b) Associate members shall be all other members c) Life membership may be granted to any voting members of the League of Women Voters who attain 50 years as a member of the LWVUS. No further dues will be collected and all privileges will be retained as a voting member. ARTICLE IV Officers Section 1. Enumeration and Election of Officers. There shall be a minimum of four (4) officers of the League of Women Voters. The officers shall be a President , one or more Vice Presidents, a Secretary and a Treasurer. Officers shall be by the general membership at the Annual Meetings. They shall be elected for two-year terms and take office immediately. Any office may be shared. Section 2. The President. The President shall preside at all meetings of the organization and of the Board of Directors. 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 the President and perform such other duties as may be designated by the Board. Section 3. The Vice Presidents In the event of the absence, disability or death of the President the Board of Directors shall select one of the Vice President, who shall then , possess all the powers and perform all the duties of the President. In the event no Vice President is able to serve in this capacity, the Board of Directors shall elect another one of its members to fill the vacancy. Each Vice President will be assigned responsibility for program, action, voters' service, membership or Voter editor. Vice Presidents shall also perform such other duties as the President and Board may designate. Section 4. The Secretary. The Secretary shall: a) keep minutes of all meetings of the Board of Directors b) notify all Officers and Directors of their election. c) sign, with a President, all contracts and other instruments when so authorized by the Board of Directors d) perform such other functions as may be incident to this office. Section 5. The Treasurer. The Treasurer shall: a) collect and receive all monies due, b) deposit all monies in the bank designated by the Board of Directors c) keep written records of all financial transactions undertaken by the League and its Board d) disburse funds only upon authorization of the Board. e) report to the Board at its regular meetings f) present an annual report to the membership at the Annual Meeting g) be an ex officio member, but not Chairman, of the Finance Committee. ARTICLE V Board of Directors Section 1. Number, Manner of Selection, and Term of Office. The Board of Directors shall consist of: a) a minimum of four (4) officers, a President, one or more Vice Presidents, a Secretary and a Treasurer, who are elected for two-year terms. or until their successors have been elected and qualified. The terms of officers expire at the Annual Meeting held two (2) years from their election b) at least six (6) Directors, who are elected at the Annual Meeting, and as many additional Directors as needed, who are appointed by the Board. Directors serve for one-year terms, or until their successors have been elected or appointed and qualified. The terms of all members of the Board of Directors, except the officers, expire at the next Annual Meeting subsequent to their election or appointment. The Board retiring at the Annual Meeting shall be responsible for League activities through June of that year. Section 2. Qualifications. Only a voting member of the League of Women Voters of Wilton shall be elected or appointed or shall continue to serve as an officer or director of this organization. Section 3. Vacancies. Any vacancy occurring in the Board of Directors by reason of the resignation, death, or disqualification of an officer or elected member may be filled, until the next Annual Meeting, by a majority vote of the remaining members of the Board of Directors. Three (3) 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 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 of Directors shall create and designate such special committees as it may deem necessary. Section 5. Meetings. There shall be at least six ( 6) 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 (5) members of the Board. Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum. Directors who are able to participate through electronic means shall be counted as present and shall be entitled to vote. ARTICLE VI Financial Administration Section 1. Fiscal Year. The fiscal year of the League of Women Voters of Wilton shall commence on the first day of July each year. Section 2. Dues. Annual dues shall be payable to the League on September 1 of each year. The method of collection shall be determined by the current Board. There will be a grace period of three (3) months from the due date for the collection of a member's dues. The amount of dues can be altered by two-thirds vote at a meeting of the general membership, providing the membership is notified of the proposed change at least two (2) weeks prior to the meeting. Section 3. Finance Committee. A Finance Committee may be appointed by the Board of Directors The Finance Committee shall consist of a Chairman, who shall be a Director, and up to three (3) other members. The President and Treasurer shall be members ex officio. The Treasurer shall not be eligible to serve as Chairman. It shall be the duty of the Finance Committee to prepare the annual budget. Section 4. 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. The proposed budget shall be sent to all members at least two (2) weeks in advance of the Annual Meeting. Section 5. Annual Review. There shall be an annual review of the Books of Records at the close of each fiscal year in a manner determined by the Board. Section 6. Net Earnings. No part of the net earnings of the LWV of Wilton will inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons except that the LWV of Wilton will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purpose. Section 7. Self Dealing. The LWV of Wilton will not engage in any act of self dealing as defined in Section 4941(d) of the Internal Revenue code of 1986 or corresponding provisions of any subsequent Federal tax law. Section 8. Distribution of Funds on Dissolution. In the event of dissolution of the League of Women Voters of Wilton, for any cause, all monies and securities owned by the League of Women Voters of Wilton after payment of all liabilities shall be paid to the League of Women Voters of Connecticut. ARTICLE VII Meetings Section 1. General Membership Meetings. There shall be at least four (4) meetings or activities for the general membership each year. The Board of Directors shall determine time and place. Section 2. Annual Meeting. An Annual Meeting shall be held between May 1 and June 15, 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 percent of the membership shall constitute a quorum at the Annual Meeting. ARTICLE VIII Nominations and Elections Section 1. Nominating Committee. The Nominating committee shall consist of three (3) members, at least one ( 1) of whom shall be a member of the Board of Directors. The Chairman shall be nominated by the current Nominating Committee and elected at the Annual Meeting. The Board of Directors shall appoint the remaining members and fill any vacancy on the Nominating Committee. Any voting member may send suggestions for nominations for officers and Directors to the Nominating Committee. 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 Chairman of the succeeding Nominating Committee shall be sent to all members at least two (2) weeks before the date of the Annual Meeting. Immediately following the presentation of the reports, 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 election shall be by voice vote unless there is more than one nominee for an office in which case the election shall be by ballot. A majority vote of those qualified to vote and voting shall constitute an election. ARTICLE IX Program Section 1. Authorization. The governmental principles adopted by the National Convention and supported by the League as a whole, constitute authorization for the adoption of the Program. Section 2. Program. The Program consists of those governmental issues chosen for study, action, or support. All recommendations for Program must be submitted by the voting members to the Board at least two (2) months prior to the Annual Meeting. Section 3. Study, Action, and Support. a) Study topics shall consist of those local governmental issues chosen by the membership for sustained study. b) Action items shall consist of actions in support of issues to which the League of Women Voters of Wilton has taken a position after sustained study and consensus. Such consensus must be reached at a meeting of the general membership and evaluated and affirmed by the Board of Directors. c) Support items shall consist of positions on local governmental issues to which the League of Women Voters of Wilton has given sustained attention and on which it may continue to act, or on state and national positions reached by the respective Boards of Directors at those levels. d) The Board shall review, update, or re-study all local positions at least once in every five-year period. Any position not re-affirmed, shall be dropped e) No individual member may take action in the name of the League of Women Voters unless authorized by the proper Board of Directors (local, state, or national). Section 4. Adoption of Program. The Annual Meeting shall act upon the Program using the following procedures: a) At least one (1) month prior to the Annual Meeting, the Board of Directors shall consider the recommendations submitted by the voting members and shall formulate a Proposed Program. b) The Proposed Program shall be sent to all members at least two (2) weeks prior to the Annual Meeting. c) 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 at the Annual Meeting by the Board of Directors. d) Those recommendations submitted to the Board of Directors by voting members two months prior to the Annual Meeting but not recommended by the Board 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 two-thirds vote. Section 5. Changes in the Program. Changes in the Program may be made by the Board of Directors. Such changes must be reported to the membership with an explanation for the change. 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 elect delegates to that Convention in the number allotted the League of Women Voters of Wilton under the provisions of the By-Laws of the League of Women Voters of the United States. Section 2. State Convention. 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 in the number allotted the League of Women Voters of Wilton under the provisions of the By-Laws of the League of Women Voters of Connecticut. Section 3. State 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 Council in the number allotted the League of Women Voters of Wilton under the provisions of the By-Laws of the League of Women Voters of Connecticut. Section 4. Inter-League Organization Convention. The Board of Directors at a meeting before the date on which the names of the delegation must be sent to the Inter-League Organization shall select delegates to the Convention in the number allotted to the League of Women Voters of Wilton under the provisions of the By-Laws of the Inter-League Organization. ARTICLE XI Parliamentary Authority Section 1. Parliamentary Authority. The rules contained in Roberts 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 By-Laws. ARTICLE XII Dissolution The League of Women Voters of Wilton may be dissolved upon a vote of no fewer than two-thirds (2/3) of the voting members. ARTICLE XIII Amendments Section 1. Amendments. These By-Laws 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 two weeks in advance of the Annual Meeting.
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