BYLAWS
for the regulation, except as otherwise provided by statute, or its articles of incorporation, of the
LEAGUE OF WOMEN VOTERS OF LONG BEACH AREA
A California Nonprofit Public Benefit Corporation
Article I: Name and Form
Section 1: Name
The name of this organization shall be the League of Women Voters of Long Beach Area (herein referred to as the "LWVLBA"). The LWVLBAis an integral part of the League of Women Voters of Los Angeles County Inter-League Organization (herein referred to as the ILO), League of Women Voters of California (herein referred to as the LWVC) and the League of Women Voters of the United States (herein referred to as the LWVUS).
Section 2: Form
The LWVLBA shall be a nonprofit public benefit corporation incorporated under the laws of the State of California.
Article II: Purpose and Policy
Section 1: Purposes
The purposes of the LWVLBA are to promote political responsibility through informed and active participation in government and to act on selected governmental issues.
Section 2: Policies
a. The League is organized and operated exclusively for charitable and educational 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, the LWVLBA 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 LWVLBA shall be the carrying on of propaganda, or otherwise attempting to influence legislation.
b. The League of Women Voters is a nonpartisan organization of women and men whose purpose is to promote the informed and active participation of citizens in government. As an organization, the LWVLBA does not support or oppose candidates for public office, but acts only on those issues chosen by the membership for study and action.
The LWVLBA believes that political parties are essential to the American system of government and that participation of informed citizens is beneficial to the political parties and to the system. Consequently, the LWVLBA encourages its members as individuals to be active in the political parties, in finding and supporting candidates for public office and in seeking election to public office.
The purpose of this policy is to assure the credibility of the LWVLBA of Women Voters of Long Beach Area as a nonpartisan organization that does not support or oppose any political party or candidate; only to the extent that the public and its elected officials are convinced of the LWVLBA’s genuine nonpartisanship will the LWVLBA be able to render effective voter service activities and gain a wide base of support for its positions on government issues.
c. The LWVLBA is fully committed to ensure compliance - in principle and in practice - with the LWVUS Diversity, Equity, and Inclusion Policy.
Article III: Membership
Section 1: Eligibility
Any person who subscribes to the purposes and policy of the LWVLBA and who pays dues as provided for in Article VII, Section 2, shall be a member of the LWVLBA (herein referred to as a "member").
Section 2: Types of Membership
The membership of the LWVLBA shall be composed of voting members. Only voting members shall be members within the meaning of the California Nonprofit Corporation Law.
a. Voting Members
Persons at least 16 years of age who join the LWVLBA shall be voting members.
b. Life Members
Life members shall be those voting members who have been members of the LWVUS for 50 years or more and are excused from payment of dues.
c. Associate Members
Associate (non-voting) membership is available for younger people and non-citizens. Section 3: Termination of Membership
a. A member may resign at any time by delivering a written notice to the president or secretary. The resignations shall be effective upon receipt of such notice.
b. Membership shall terminate upon the death of a member.
c. Members who fail to renew within the period specified by LWVUS will be removed from the roster.
d. The board may recommend to LWVUS to terminate a member for conduct which the board shall deem inimical to the best interests of the LWVLBA. The board shall give such a member 15 days prior notice, with reason, of the proposed termination or suspension. The member may submit a written statement to the board regarding the proposed termination or suspension no less than five days before the effective date of the proposed action. Prior to the effective date, the board shall review any statement submitted and shall determine the mitigating effect, if any, of the information in the statement on the proposed action. A suspended member shall not be entitled to exercise any of the voting rights set forth in these bylaws.
Article IV: Officers
Section 1: Enumeration and Election of Officers
The officers of the LWVLBA shall be a president, first vice president, second vice president, third vice president, a secretary and a treasurer. The office of president may be held concurrently by more than one person. The president, first vice president and secretary shall be elected in odd-numbered years. The second vice president, third vice president and treasurer shall be elected in even-numbered years. They shall take office on July 1 after the annual meeting at which they were elected and shall hold office for two years or until their successors have been elected and qualified.
Section 2: President
The president shall preside at all meetings of the LWVLBA and of the board of directors. The president shall be an ex-officio member of all committees except the nominating
committee and audit committee, if any, 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: Vice Presidents
The first vice president, in the event of 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 elect one of its members to fill the vacancy. The first vice president shall be in charge of League Program; the second vice president shall act as Voter Service Chair and the third vice president as Action Chair. The vice presidents shall perform such other duties as the president and board may designate.
Section 4: Secretary
The secretary shall keep a record of minutes of all meetings of the board and its committees including time and place, whether regular or special (and if special, how authorized and the notice given), the names of those present and the proceedings. The secretary shall also keep minutes of the annual meeting and shall sign with the president all contracts and other instruments when so authorized by the board. The secretary shall keep, in the LWVCprincipal office in the State of California, the LWVLBA's current articles of incorporation and bylaws. The secretary may sign or endorse checks, drafts or notes in case of absence, disability or death of the treasurer. The secretary shall have such other powers and perform other duties as may be prescribed by the board.
Section 5: Treasurer
The treasurer is the chief financial officer of the LWVLBA and shall keep and maintain adequate and correct accounts of the properties and business transactions of the LWVLBA. The books of account shall at all times be open to inspection by any director.
The treasurer shall deposit all money and other valuables in the name and to the credit of the LWVLBA with such depositories as may be designated by the board. The treasurer shall disburse the funds of the LWVLBA as may be ordered by the board, shall render to the president and the directors, whenever they request it, an account of all transactions as treasurer and of the financial condition of the LWVLBA and shall have such other powers and perform such other duties as may be prescribed by the board. The treasurer shall present statements to the board at its regular meetings, a financial report to the members at the annual meeting and a year-end financial report within 120 days of the close of the fiscal year.
Article V: Board of Directors
Section 1: Number of Directors
The authorized number of directors shall not be more than 18 including the officers named in Article IV, Section 1.
Section 2: Selection of Directors
The officers shall be elected as provided for in Article IV, Section 1. The other elected directors shall be elected by a majority of members eligible to vote at the annual meeting. Half (three to five) shall be elected in even-numbered years, half (three to five)
in odd-numbered years. Up to two additional directors may be appointed by the elected board members as deemed necessary to carry on the work of the LWVLBA.
Section 3: Term of Office
The elected directors shall hold office for a term of two years or until their successors have been elected or appointed and qualified. Their term shall begin on July 1 following the annual meeting at which they are elected. The appointed directors shall hold office for one year or until June 30 following the next annual meeting.
Section 4: Qualifications
All directors must be voting members of the local League.
Section 5: Vacancies
A vacancy on the board of directors shall be deemed to exist in the case of death, resignation or removal of any director, or if the authorized number of directors is increased. A vacancy caused by death or resignation shall be filled, until the annual meeting, by a majority vote of the board. A director may resign effective upon giving written notice to the president, secretary or the board. Three consecutive absences from board meetings of any director, without valid reason, shall be deemed a resignation. 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.
Section 6: Powers and Duties
Subject to the limitations of law, the articles of incorporation and these bylaws, the activities and affairs of the LWVLBA and all corporate powers shall be exercised by or under 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 LWVUS Convention, the LWVC Convention, the ILO Convention and the annual meeting.
Section 7. Meetings of the Board
a. Regular Meetings
There shall be at least nine regular meetings of the board annually. 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 a properly sent notice or because of any irregularity in a notice actually received.
b. Special Meetings
The president may call special meetings of the board and shall call a special meeting upon written request of four members of the board.
c. Notice
Regular meetings may be held upon such notice as is determined by the board. Special meetings shall be held upon a minimum of four days notice if delivered by first class mail, or 48 hours if delivered personally or by electronic means.
d. Quorum
A majority of the directors in office constitutes a quorum of the board for the transaction of business, except to adjourn as provided in the following section. A meeting at which a quorum is initially present may continue to transact business even if directors withdraw, if any action taken is approved by at least a majority of the quorum required for the meeting.
e. Participation in Meetings by Electronic Means
Any one or more members of the board may participate in a meeting by use of conference telephone or similar communications equipment, so long as all participants in the meeting can simultaneously hear each other. Notice, quorum and other requirements for the conduct of meetings shall apply.
f. Adjournment
A majority of the directors present, whether or not they constitute a quorum, may adjourn to another time or place. If the meeting is adjourned for more than 24 hours, notice of adjournment to another time or place shall be given before the adjourned meeting to those directors not present at the time of adjournment.
g. Action Without Meeting
The directors may take action between meetings by mail or an e-mail ballot, when necessary, provided that notice of the proposed action sets forth the proposed action, provides the opportunity to specify approval or disapproval of the proposal and a reasonable time in which to return the ballot is allowed. Notice, quorum and other requirements for the conduct of meetings shall apply. Ballots shall be filed with a report of the action and shall be a part of the minutes of the next meeting of the board of directors.
Article VI: Committees
Section 1: The Board
The board, by a majority vote of the officers and directors in office, may create one or more committees, each consisting of two or more voting members and their alternates.
Section 2: Powers
The board may delegate to such committees any of the authority of the board except with respect to:
a. The approval of any action for which the law also requires approval of the members;
b. The filling of vacancies on the board or on any committee that has the authority to act on behalf of the board;
c. The amendment or repeal of bylaws or the adoption of new bylaws; d. The appointment of other board committees or the members thereof; e. The expenditure of League funds;
f. The approval of any self-dealing transaction, as such transactions are defined in law; and
g. The amendment or repeal of any resolution of the Board that by its express terms is not so amendable or repealable.
Section 3: Executive Committee
a. The board may appoint an executive committee consisting of the President(s), one board member who shall have been nominated for appointment by the President and elected by the Board and three board members elected by the Board, two of whom shall be Vice Presidents. Three members shall constitute a quorum.
b. 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.
Article VII: Financial Administration
Section 1: Fiscal Year
The fiscal year of the LWVLBA shall be from July 1 to June 30.
Section 2: Dues
All members shall pay membership dues except those exempted from paying dues in Article III. Members shall pay dues in accordance with LWVUS policy.
Section 3: Budget Committee
a. Composition
The budget committee shall be composed of the treasurer and at least two members nominated by the president and appointed by the board. The treasurer shall not be eligible to serve as chair.
b. Duties
The budget committee shall prepare an annual budget for the LWVLBA and shall submit it to the board at least two months prior to the annual meeting.
Section 4: Budget
The board shall submit the budget to the members for adoption at the annual meeting. A copy of the proposed budget shall be sent to each member at least one month in advance of the annual meeting. The budget shall provide for the support of the LWVLBA.
Section 5: Fiscal Report
The board shall send the members an annual financial report, not later than 120 days following the end of the LWVLBA's fiscal year.
Section 6: Transactions with Interested Persons
Within 120 days after the end of the LWVLBA’s fiscal year, the board shall send to the members a report, as defined in the relevant section of the California Nonprofit Public Benefit Corporation law, of any transaction in which the LWVLBA was a party and in which any officer or director of the LWVLBA had a direct or indirect material financial interest.
Section 7: Endorsement of Documents and Contracts
Unless so authorized by the board, no officer, agent or employee shall have any power or authority to bind the LWVLBA by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.
Section 8: Indemnification
The LWVLBA is empowered to indemnify its officers, directors and agents to the extent provided, and within the limitations imposed, by law
Section 9: Distribution of Funds on Dissolution
In the event of the merger or dissolution of the LWVLBA for any reason, all money and securities or other property of whatsoever nature which at the time be owned or under the absolute control of the LWVLBA shall be distributed at the discretion of the board, or such other persons as shall be charged by law with the liquidation or winding up of the
LWVLBA and its affairs, to any member organization of the LWVLBA of Women Voters national organization, which is exempt under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code; or if none of these organizations are then in existence or exempt under those tax provisions, then, at the discretion of the board, to another organization which is organized and operated exclusively for charitable and educational purposes and which has established its tax-exempt status under such designated tax provisions.
Article VIII: Membership Meetings and Voting Rights
Section 1: Membership Meetings
There shall be at least six meetings of the members each year. The time and place shall be determined by the board.
Section 2: Annual Meeting
An annual meeting of members shall be held between May 1 and June 15, 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 directors, officers and local League members to serve on the nominating committee;
c. adopt an adequate budget; and
d. transact such other business as may properly come before it.
One or more members may participate in any meeting by teleconferencing, videoconferencing and similar electronic equipment so long as all participants in the
meeting can simultaneously hear and communicate with each other. This is acceptable for all meetings, including board meetings, membership meetings and the Annual Meeting. Business in virtual meetings will be conducted in the same manner that meetings conducted in person are, including the same notice and quorum requirements.
Section 3: Voting
Each member, except associate members, shall be entitled to one vote only at any meeting of members. Absentee or proxy voting shall not be permitted.
Section 4: Quorum
A quorum for the annual meeting and for any meeting for which members are entitled to vote shall consist of 10 percent of voting members.
Section 5: Notice
Written notice of each annual or special meeting shall be given to each member at least one month before the date of the meeting. Such notice shall state the place, date and hour of the meeting and the general nature of the business to be transacted, with no other business permitted. The notice of any meeting at which directors are to be elected shall include the names of all those who are nominees for officers and directors at the time the notice is sent. The board may determine the method of giving notice, according to applicable law.
Section 6: Special Meetings
The board or the president may call special meetings of members, and five percent or more of the members may call a special meeting to remove directors and to elect their replacements.
Section 7: Rights of Inspection
Any member may have a list of members, their addresses and voting rights. All records and bylaws may be inspected by any member at any reasonable time.
Article IX: Nominations and Elections
Section 1: The Nominating Committee
a. The nominating committee shall consist of two to three members, at least two of whom will be directors, who volunteer for the committee several months before the annual meeting. Nominating committee members shall hold office for the current year and their term will terminate after elections at the annual meeting.
b. The nominating committee will confirm that all currently serving board members are willing and able to complete their term of service. The nominating committee will compile a list of the positions to be filled with a position description and the length of service required.
c. The president of the LWVLBA shall send the name and contact information for the nominating committee chair and the list of open positions 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 the Floor
The report of the nominating committee of its nominations for officers and directors shall be sent to the 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 member, provided that the consent of the nominee shall have been secured.
Section 4: Election
The election shall be overseen by an election committee appointed by the president at the annual meeting. The election shall be by ballot, except if there is but one nominee for each office; it shall be by voice vote, in which a majority vote of those members present and qualified to vote and voting shall constitute an election. All elections for directors must be by ballot if a member so demands before the voting begins. If the election is by written ballot, the candidates receiving the highest number of votes will be elected.
Article X: Program
Section 1: Principles
The governmental principles as adopted by the LWVUS Convention and supported by the LWVLBA as a whole constitute the authorization for the adoption of program.
Section 2: Program
The program of the LWVLBA shall consist of:
a. action to implement the principles; and
b. those local governmental issues chosen for concerted study and action. Section 3: Adoption of Program
Program is adopted according to the following procedures:
a. During the annual meeting, the board will discuss the current national and state program with members and ask for input on local issues from membership.
b. The board of directors, and any interested members, will meet in the first month of the new fiscal year to determine the activities to be pursued during the fiscal year including, but not limited to, topics for monthly membership meetings, suggestions for activities in support of existing or future grants, and support of studies or other initiatives approved at the annual meeting. The result of this meeting will be a calendar of events and activities for the current fiscal year including names of lead for each event/activity.
c. The proposed calendar of events shall be posted on the LWVLBA’s website and notification sent to membership.
d. Any recommendations for additional activities or initiatives from members should be submitted to the board. The board will consider the current availability of members to support, what financial resources are available in support, and who is available to lead this new effort.
Section 4: Member Action
Members may act in the name of the LWVLBA only when authorized to do so by the board of directors at the appropriate level of League. They may act only in conformity
with, and not contrary to, a position taken by the LWVLBA, the ILO, the LWVC or the LWVUS.
Article XI: Conventions and Councils
Section 1: National Convention
The board, at a meeting before the date on which the names of delegates must be sent to the LWVUS office, shall select delegates to that convention in the number allotted to the LWVLBA under the provisions of the bylaws of the LWVUS.
Section 2: State Convention
The board, at a meeting before the date on which the names of delegates must be sent to the LWVC office, shall select delegates to that convention in the number allotted to the LWVLBA under the provisions of the bylaws of the LWVC.
Section 3: State Council
The board, at a meeting before the date on which the name of the presidents must be sent to the LWVC office, shall name the president or the alternate to that council, under the provisions of the LWVC bylaws.
Section 4: ILO Convention
The board, at a meeting before the date on which the names of delegates must be sent to the ILO office, shall select delegates to that convention in the number allotted to the LWVLBA under provisions of the ILO bylaws.
Article XII: Parliamentary Authority
The rules contained in Robert's Rules of Order, Newly Revised, current edition 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
a. These bylaws may be amended by a two-thirds vote of the voting members present and voting at the annual meeting, provided that amendments were submitted to the membership in writing at least one month in advance of the meeting. The failure of any member to receive such notice shall not invalidate the amendments to the bylaws.
b. When required by law or amendment of the LWVUS or the LWVC bylaws, these bylaws may be amended by the board of directors.
Adopted: May 31, 2008
Amended June 14, 2025
