BYLAWS of
League of Women Voters of Downers Grove, Woodridge, Lisle
Restated and Adopted as of June 4, 2025
ARTICLE I
Name
The name of this organization shall be the League of Women Voters of Downers Grove, Woodridge, Lisle, hereinafter referred to in these Bylaws as “LWVDGWL.” LWVDGWL is an integral part of the League of Women Voters of the United States, hereinafter referred to in these Bylaws as “LWVUS” and of the League of Women Voters of Illinois, hereinafter referred to in these Bylaws as “LWVIL.”
ARTICLE II
Purpose and Policy
Section 1. Purpose. The purpose of LWVDGWL is to promote political responsibility through informed and active participation in government and to act on selected governmental issues.
Section 2. The following are policies of LWVDGWL:
A. Political Policy. LWVDGWL shall not support or oppose any political party or any candidate. It may take action on local governmental measures and policies in the public interest in conformity with the principles of LWVUS and LWVIL.
B. Diversity, Equity and Inclusion. LWVDGWL is fully committed to ensure compliance, in principle and in practice, with the Diversity, Equity and Inclusion Policy of LWVUS.
Section 3. Tax Exempt Status. LWVDGWL 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 a future federal tax code. Notwithstanding any other provision of these Articles, LWVDGWL shall not conduct any activities which are not consistent with the permissible activities by an organization exempt from Federal Income Tax under such provisions of the Internal Revenue Code. No substantial part of the activities of LWVDGWL shall be the carrying on of propaganda or otherwise attempting to influence legislation.
Article III
Section 1. Eligibility. Any person at least 16 years of age who subscribes to the purpose and policies of LWVDGWL, LWVUS and LWVIL shall be eligible for membership.
Section 2. Voting Members. Individuals who join LWVDGWL and pay applicable dues are voting members of LWVDGWL, LWVUS and LWVIL. An individual shall join only one local League at a time and cannot be a member of more than one local League simultaneously.
Section 3. Life Members. An individual who has been a member of the League of Women Voters (including LWVUS or any local League or Leagues) for 50 years or more shall be considered a Life Member and shall thereafter be excused from the payment of dues.
Article IV
Board of Directors
Section 1. Number, Manner of Selection and Term of Office. The Board of Directors shall consist of at least 10 and not more than 15 elected Directors, and include the Officers as described in Article V of these Bylaws, up to three Directors at Large and other Directors whose titles shall be determined by the Board of Directors from time to time and described in the LWVDGWL Policy on Board Governance. Directors shall be elected by the general membership at an Annual Meeting (as defined in Article VII of these Bylaws) and shall assume their office on July 1 in the year elected. Terms of office shall be as follows:
A. Beginning at the 2025 Annual Meeting, Directors shall be divided into two classes as close in number as possible as determined by the Board of Directors in the best interest of the LWVDGWL membership. The term of Class A Directors shall begin on July 1, 2025 and conclude on June 30, 2026 or until their successors have been elected and qualified. The term of Class B Directors shall begin on July 1, 2025 and conclude on June 20, 2027 or until their successors have been elected or qualified. Thereafter, Class A Directors shall be elected in even numbered years and Class B Directors shall be elected in odd numbered years, and all Directors shall serve two-year terms.
Section 2. Qualifications. No person shall be elected or shall continue to serve as a Director of LWVDGWL unless such person is a voting member of LWVDGWL.
Section 3. Vacancies. A vacancy on the Board of Directors shall be deemed to exist in the case of death, resignation or removal of a Director (including an Officer), or if the authorized number of Directors is increased. A vacancy caused by death or resignation may be filled, until the next Annual Meeting, by a majority vote of the remaining members of the Board of Directors. Absences from three consecutive Board meetings by a 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 a Director’s term of office.
Section 4. Powers and Duties. Subject to the limitations of law and these Bylaws, the Board of Directors shall have control of the property and business of LWVGDWL, with full power and authority to manage and conduct same. The Board shall plan and direct the work necessary to carry out the Program (as defined in Article IX ) as adopted by the LWVUS National Convention, the LWVIL State Convention and the Annual Meeting. The Board may establish standing or special committees as it may deem necessary to further the purpose of LWVDGWL. In executing their duties, all Directors are expected to comply with applicable laws and regulations, as well as these Bylaws and policies of LWVDGWL. Directors who do not shall be counseled by the other Directors and if violations persist, such Director may be removed from office by two-thirds vote of the members present and voting at a properly noticed meeting of the members called for that purpose.
Section 5. Board Meetings:
A. Regular Meetings. There shall be at least six regular meetings of the Board of Directors per Fiscal Year at such time and location as may be determined by the Board.
B. Special Meetings. Special meetings of the Board may be called by the President or upon request of any five (5) Directors. The President shall call a special meeting at such time and place as may be determined by the President, provided at least five (5) calendar day prior notice of the meeting and its agenda have been provided in writing to the Directors.
C. Participation in Meetings by Electronic Means. Any one or more members of the Board of Directors may participate in a Board meeting by use of conference telephone, video conferencing or similar communications equipment, so long as all meeting participants can simultaneously hear each other. Participation by such means shall constitute attendance in person at the meeting.
D. Action Between Meetings. Action that requires Board approval between meetings may be taken at the request of any Director on any question submitted to all Directors. The proposed action must be made in writing to the Directors and unanimous consent by all Directors is necessary for the item to be approved. The result of such action shall be recorded in the minutes of the next Board meeting.
Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum. In the presence of a quorum, a majority of members in attendance at any Board meeting shall decide its action. 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. In no event shall a quorum consist of less than one-third (1/3) of the Directors then in office.
ARTICLE V
Officers
Section 1. Enumeration of Officers. The Officers of LWVDGWL shall include a President, one or more Vice Presidents, a Secretary and a Treasurer. In lieu of a President, Officers may include two co-presidents who fulfill all duties and responsibilities described in these Bylaws, in LWVDGWL policies and ascribed to the President.
Section 2. Powers and Duties:
A. Officers. Officers shall perform the duties described in these Bylaws, in the policies and procedures established by the Board of Directors, and as may be established by LWVUS and LWVIL.
B. President. The President shall be the official spokesperson of LWVDGWL. The President shall serve as chairperson of the Board of Directors and preside at all meetings of the Board and the Annual Meeting. The President may, in the absence or disability of the Treasurer, sign or endorse checks, drafts or notes. The President shall be, ex officio, a member of all committees except the Nominating Committee. The President shall have such usual powers of supervision and management as may pertain to the office of the President and perform such duties as may be designated by the Board.
C. Vice President. The Vice President, in the 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 fill the vacancy as described in Article IV, Section 3 of these Bylaws. In the event there is more than one Vice President, the
Board shall determine which Vice President will serve in such capacity. The Vice President(s) shall assist the President in developing Board meeting agendas and addressing other matters regarding the operation of the Board and LWVDGWL and shall perform such other duties as the President and Board may designate.
D. Secretary. The Secretary shall keep minutes of all meetings of the Board of Directors and the Annual Meeting of members. The Secretary shall keep the Bylaws and shall certify that they are the true and correct copies of the document. The Secretary shall ensure maintenance of other records and documents of LWVDGWL as determined by the Board and shall perform other functions as may be incident to the office of Secretary.
E. Treasurer. The Treasurer shall collect, receive and distribute all funds of LWVDGWL. The Treasurer shall be the custodian of these funds, shall deposit them in a bank designated by the Board of Directors, and shall disburse the same only upon direction of the Board. The Treasurer shall present statements of an accounting of the funds to the Board at its regular meetings and present an annual report at the Annual Meeting. The Treasurer shall prepare an annual budget for review by the
Board and submitted to the members for adoption by the members at the Annual Meeting as described in Article VI of these Bylaws. The Treasurer shall be responsible for filing federal, state and local government forms and payment of taxes and fees, if any, as may be required by law. The Treasurer shall have such other powers and perform such other duties as may be prescribed by the Board.
ARTICLE VI
Financial Administration
Section 1. Fiscal Year. The Fiscal Year of LWVDGWL shall be from July 1 to June 30.
Section 2. Dues. Members shall pay dues in accordance with LWVUS policy. Membership lasts for one year after joining or renewal. Members who fail to renew within the period specified by LWVUS will be removed from the roster.
Section 3. Budget. A budget for the ensuing Fiscal Year shall be submitted by the Board of Directors at the Annual Meeting for adoption by membership. The budget shall include funds for support of the work of LWVDGWL.
Section 4. Distribution of Funds on Dissolution. In the event of the merger or dissolution of LWVDGWL for any reason, all money and securities or other property which at the time are owned or under absolute control of LWVDGWL shall be distributed at the discretion of the Board of Directors, or such other persons as shall be charged by law with the liquidation or winding up of LWVDGWL and its affairs, to any member organization of LWVUS that 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 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 purposes and which has established its tax-exempt status under such designated tax provisions.
ARTICLE VII
Membership Meetings
Section 1. Membership Meetings. There shall be at least one meeting of the membership each year, including the Annual Meeting. The date, time and place of each meeting shall be determined the Board of Directors. Membership meetings may be scheduled study and discussion groups and may from time to time be open to the public.
Section 2. Annual Meeting. The Annual Meeting of the members of LWVDGWL shall be held between May 1 and June 30 each year to conduct the business of LWVDGWL, including
a. Election of members of the Board of Directors subject to election;
b. Adoption of an annual budget;
c. Adoption of a Local Study Item for the ensuing Fiscal Year, if approved by the Board;
d. Approval of Bylaw revisions, amendments or restatement, if presented by the Board;
e. Transaction of such other business as may properly come before it.
Section 3. Special Meetings. A majority of the Board of Directors or the President may call special meetings of the members, and ten percent (10%) or more of the members may call a special meeting to remove Directors and to elect their replacements.
Section 4. Notice. Written notice of each Annual or special meeting of the members shall be given to each voting member no less than five (5) days nor more than sixty (60) days before the date of the meeting. Such notice shall state the time, date and place of the meeting. Notice for special meetings must include the purpose for which the meeting is called. Notice must be given to each voting member between twenty (20) and sixty (60) days before the date of a special meeting in the case of a removal of a Director, a merger, consolidation, dissolution or sale, and lease or exchange of assets.
Section 5. Quorum. A quorum for the Annual Meeting and for any meeting at which members are entitled to vote shall consist of twenty percent (20%) of members.
Section 6. Means of Participation. The Board of Directors shall determine, on a meeting by meeting basis, whether or not to permit any or all members to participate in a meeting by, or conduct a member meeting through, electronic means, such as, by way of example, telephone conference call or video conferencing, so long as all meeting participants can simultaneously hear each other. Participation by such means shall constitute presence in person at the meeting.
Section 7. Voting. Each member shall be entitled to one vote at any meeting of the members. Absentee or proxy voting shall not be permitted.
ARTICLE VIII
Nominations and Elections
Section 1. Nominating Committee. A Nominating Committee shall be formed each Fiscal Year, not later than thirty (30) days prior to the Annual Meeting that year. The Nominating Committee shall consist of three or more members, at least one of whom shall be a member of the Board of Directors. Committee members shall be appointed by the Board of Directors and shall serve until the Annual Meeting held in the year in which the Nominating Committee was formed. Suggestions for the nomination of Officers and other Directors may be sent to the Nominating Committee by any voting member of LWVDGWL.
Section 2. Report of the Nominating Committee and Nominations from the Floor. The Nominating Committee shall send its slate of nominees for election at the Annual Meeting to the members of LWVDGWL no less than five (5) days prior to the date of the Annual Meeting. The slate of nominees shall be presented to the members at the Annual Meeting, and immediately thereafter, nominations may be made from the floor by any member, provided that the consent of the nominee shall have been secured.
Section 3. Elections. The election of Officers and other Directors shall be by ballot, except that if there is but one nominee for each office, it shall be by voice vote, in which a majority vote of those members present, qualified to vote, and voting shall constitute an election. Any election 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 of those members voting are elected. Members must be present to vote at the Annual Meeting. Absentee or proxy voting shall not be permitted.
ARTICLE IX
Program
Section 1. Authorization. The Governmental Principles adopted by the LWVUS Convention, and supported by LWVDGWL, constitute the authorization for the adoption of the Program.
Section 2. Program. The “Program” of LWVDGWL shall consist of:
a. Action to implement the Governmental Principles and Program of
LWVUS; and
b. Action to implement the Principles and Program of LWVIL; and
c. Those local governmental issues chosen by members for concerted study and adoption.
Section 3. Local Study Item(s) Adoption. The Local Study Item(s) shall be limited to such governmental issues as the membership chooses for action in the following manner:
a. The Board of Directors shall consider, prior to the Annual Meeting, the recommendations sent in by voting members and shall formulate a Proposed Local Study Item(s).
b. The proposed Local Study Item(s) shall be sent to all members before the Annual Meeting.
c. A majority of the voting members present and voting at the Annual Meeting shall be required for adoption of Local Study Item(s) as presented to the Annual Meeting by the Board of Directors. In the case of a Study Item(s) involving only one local governmental unit, action shall be as follows: those voting members present and voting at the Annual Meeting who live in the governmental jurisdiction involved shall vote on the motion to adopt the item. If approved, all voting members present and voting shall then vote on the item.
d. Recommendations for Local Study Item(s) submitted by voting members prior to the Annual Meeting, but not recommended by the Board of Directors, may be considered and adopted at the Annual Meeting provided that:
1) The Annual Meeting shall order consideration by a majority vote of the voting members present and voting.
2) The Annual Meeting shall adopt the item by a two-third vote of the voting members present and voting.
e. Emergency Additions to Local Study Item(s) – The emergency shall be an unforeseen situation and/or altered condition judged by the Board of Directors to be such that only immediate study for quick action would provide the League with an opportunity to be effective.
1) The proposed emergency item shall be presented to the Board for its consideration and recommendations.
2) The Board’s recommendations shall be sent to all members at least fourteen (14) days prior to the membership meeting at which the change is to be discussed.
3) Following discussion at said meeting, final membership action may be taken; a two-thirds vote of those members present is required for adoption.
Section 5. Member Action. Members may act in the name of LWVDGWL only when authorized to do so by the Board of Directors. When acting in the name of LWVDGWL, a member must act in conformity with, and not contrary to, a position taken by LWVDGWL, LWVIL or LWVUS.
ARTICLE X
National Convention, State Convention, State Council
Section 1. National Convention. The Board of Directors, at a meeting before the date on which names of delegates must be sent to LWVUS, shall select delegates to the National Convention in the number allotted to LWVDGWL under the provisions of the bylaws of LWVUS.
Section 2. State Convention. The Board of Directors, at a meeting before the date on which the names of delegates must be sent to LWVIL, shall select delegates to the State Convention in the number allotted to LWVDGWL under the provisions of the bylaws of LWVIL.
Section 3. State Council. The Board of Directors, at a meeting before the date on which the names of delegates must be sent to LWVIL, shall select delegates to the Council under the provisions of the Bylaws of LWVIL.
ARTICLE XI
Parliamentary Authority
The rules contained in the most current edition of Robert’s Rules of Order Newly Revised shall govern meetings of LWVDGWL in all cases to which they are applicable and in which they are not inconsistent with these Bylaws or the requirements of LWVUS, LWVIL or applicable laws.
ARTICLE XII
Amendments
Amendments to these Bylaws shall be made as follows:
A. Not Mandated by LWVUS or LWVIL. These Bylaws may be amended by a two-thirds (2/3rd) vote of the voting members present and voting at the Annual Meeting, provided that the proposed amendments were submitted to the entire membership in writing at least five (5) days in advance of the meeting. The failure of any member to receive such notice shall not invalidate amendments to the Bylaws that have been approved as described in this provision.
B. Mandated by LWVUS or LWVIL. Bylaw provisions that are mandated by LWVUS and/or LWVIL shall be made to these Bylaws by the Board of Directors and shall not require approval of the voting members. The Board shall notify the membership of amendments made to the Bylaws in this manner after their adoption by the Board.
ARTICLE XIII
Indemnification
Section 1. Indemnification. LWVDGWL shall, to the fullest extent to which it is empowered to do so by the General Not-for-Profit Corporation Act of Illinois, as amended, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of LWVDGWL), by reason of the fact that he or she was a Director, officer, employee or agent of LWVDGWL, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of LWVDGWL and, with respect to any criminal action or proceeding, had not reasonable cause to believe his or her conduct was unlawful; provided, however, that LWVDGWL shall not indemnify any such person in relation to matters as to which any such Director or officer shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated upon the existence of such liability.
Section 2. Other Rights of Indemnification. The indemnification provided or permitted by this Article XIII shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
Approved and adopted by the League of Women Voters of Downers Grove, Woodridge, Lisle with effect as of June 4, 2025
