Bylaws of the League of Women Voters
Frederick County, Maryland 

Article One

Name 

Sec. 1. Name. The name of this corporation shall be League of Women Voters of Frederick County. 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 Maryland. 

Article Two

Purposes & Policy 

Sec. 1. Purposes. The purposes of the League of Women Voters of Frederick County are to promote political responsibility through informed and active participation in government and to act on selected governmental issues. 

Sec. 2. Political Policy.  The League of Women Voters of Frederick County shall not support or oppose any political party or any candidate.

Sec. 3. Diversity, Equity and Inclusion Policy. The League of Women Voters of Frederick County is an organization fully committed to diversity, equity, and inclusion in principle and in practice.

Article Three 

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. The membership of the League shall be composed of voting members and associate members.

1. Voting members. Persons at least 16 years of age who join the League shall be voting members of the LWVUS, the LWVMD, the local League to which the member belongs, and any regional League to which that local League belongs;

     (1) individuals 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 LWVMD members-at-large; 

     (3) those who have been members of the League for 50 years or more shall be honorary life members excused from the payment of dues

 2. Associate Members. All others who join the League shall be associate members.

Article Four

Board of Directors 

Sec. 1. Number. The Board of Directors shall consist of the five officers of the League, six elected Directors and not more than eight appointed Directors. Up to two (2) Young Directors, under the age of 25, may be appointed. 

Sec. 2. Selection. The six (6) elected Directors shall be elected by the general membership at each Annual Meeting and shall take office immediately. A majority of the elected Board members shall appoint such additional Directors, not exceeding eight (8) including Young Directors, as they deem necessary to carry on the work of the League.

Sec. 3. Term of Office. All elected Directors shall serve for two years or until their successors have been elected and qualified. The term of office for the appointed Directors shall be one year and shall expire at the conclusion of the next Annual Meeting.

Sec. 4. Qualifications. No person shall be elected or appointed or shall continue to serve as an Officer or Director of this organization unless this person is a voting member of the League of Women Voters of Frederick County.

Sec. 5. Withdrawal. Three consecutive absences by any member from Board meetings without a valid reason, as determined by the Board, shall be deemed a resignation.

Sec. 6. Vacancies. Any vacancy, other than in the Presidency, occurring in the Board of Directors by reason of the resignation, disqualification or death of an Officer or elected member, shall be filled, until the next Annual Meeting, by a majority vote of the remaining members of the Board of Directors. In the event of a vacancy in the Presidency, by reason of resignation, disqualification or death, the Board shall elect by majority vote one of its elected members to fill this vacancy until the next Annual Meeting.

Sec. 7. 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 conduct the 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 shall create and designate such special committees as it may deem necessary.

Sec. 8. 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.

1. Members of the Board of Directors may participate in a meeting by means of conference telephone or similar communicationsequipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by suchmeans shall constitute presence in person at the meeting.  

Sec. 9. Conflict of Interest. A member of the Board may not vote on any matter under considerationby the Board if it involves the provision of services by such member (or by an entity that such memberrepresents) or if the matter would provide direct financial benefit to such member or the immediate family of such member.  

Sec. 10. Quorum. A majority of the members of the Board of Directors shall constitute a quorum and decide its action.

1. Action during a meeting by means of conference telephone of similar communication equipment can be taken by the same majority.
2. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a unanimous written consent which sets forth the action is a) signed by each member of the Board of Directors entitled to vote with respect to the action, and b) filed with the minutes of proceedings of the Board of Directors.  Such consent shall have the same force and effect as a vote of the Directors assembled.  The written consent may be via paper or email.

Sec. 11. Director Emeritus. A member of the Board who has served at least eight (8) years on the Board of Directors may ask the Board to become a Director Emeritus. Those serving as Director Emeritus shall be entitled to receive notice of and to attend all meetings of the Board of Directors, and shall continue to provide advice and counsel to the Board of Directors. In such capacity, such person shall not have any of the duties of a director, nor shall she or he be counted in determining a quorum of the Board of Directors or vote as a director.

Article Five

Officers

Sec. 1. Enumeration. The officers of the League of Women Voters of Frederick County shall be a President, a First Vice-President, a Second Vice-President, a Secretary and a Treasurer.

Sec 2. Election. All officers shall be elected by the general membership at the Annual Meeting and take office immediately. 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. 3. Term of Office. All elected officers shall serve for two years or until their successors have been elected and qualified. Officers shall not hold the same office for more than two consecutive elected terms. 

Sec. 4. 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; shall be ex officio, a member of all committees except the Nominating Committee; subject to the approval of the Board of Directors, shall appoint the chair of such committees as the Board shall create; shall have such usual powers of supervision and management as may pertain to the office of President and perform other such duties as may be designated by the Board.

Sec. 5. The Vice-Presidents. The two Vice-Presidents, in the order of their rank, shall in the event of absence, disability, resignation, disqualification or death of the President, possess all the powers and perform all the duties of the presidency until the Board of Directors shall have selected a successor to the President. The Vice-Presidents shall perform such other duties as the President and Board may designate.

Sec. 6. The Secretary. The Secretary shall keep minutes of all meetings of the Board of Directors and of all business meetings of the League; shall notify all Officers and Directors of their election; shall send copies of the Board minutes to members in advance of meetings; shall notify all directors of the time and place of regular and special Board meetings; 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. 7. The Treasurer. The Treasurer shall collect and receive all moneys due; shall be the custodian of these moneys, shall deposit them in a bank or banks designated by the Board of Directors, and shall disburse the same in accordance with the budget or upon order of the Board; shall present statements to the Board at its regular meetings and an annual report to the Annual Meeting. The Board may appoint an Assistant Treasurer to share the duties of the Treasurer. The books of the Treasurer shall be audited by a professional accountant prior to the Annual Meeting.

Article Six

Financial Administration

Sec. 1. Fiscal Year. The fiscal year of the League of Women Voters of Frederick County shall commence on the first day of April each year.

Sec. 2. Dues. Annual dues shall be payable on the first day of May each year. Members who join between the first of May and the last day of October will pay the full amount. Members who join between the first of November and the last day of April will pay half of the amount. Dues may be changed by the Board with a two-thirds vote of members present at the Annual Meeting. Dues may be adjusted by the Board for particular individuals in special circumstances. When two members reside at the same address in a common household, their dues shall be one and one-half times the established amount. Any member who fails to pay dues within three months after they become payable shall be dropped from the membership rolls.

Sec. 3. Budget Committee. A Budget Committee shall be appointed by the Board of Directors at least three months prior to the Annual Meeting to prepare a budget for the ensuing year, and to report this budget to the Board. The Treasurer shall not be eligible to serve as chair of the Budget committee; but the Treasurer and the Finance Chair shall be ex officio members of this committee.

Sec. 4. Budget. The Board of Directors shall propose a budget for the ensuing year; shall send the proposed budget to all members at least one month before the Annual Meeting; and shall submit same to the Annual Meeting for adoption. A majority vote of voting members present and voting at the Annual Meeting shall be required for adoption of the proposed budget.

Sec. 5. Financial Support. The budget shall include support for the work of the League as a whole. Per Member Payment (PMP) to the League of Women Voters of Maryland and to the League of Women Voters of the United States shall be based on the number of local League members on January 1 of each year. The PMP for the second member of a two-member household shall be one-half the determined PMP for a regular member.

Sec. 6. Distribution of Funds on Dissolution. In the event of a dissolution, for any cause, of the League of Women Voters of Frederick County, all moneys and securities which may at the time be owned by, or under the absolute control of, the League of Women Voters of Frederick County shall be paid to the League of Women Voters of Maryland after the Board of Directors has paid or has made provision for the payment of all of the liabilities of the League of Women Voters of Frederick County. All other property of whatsoever nature, whether real, personal or mixed, which may at the time be owned by, or under the control of the League of Women Voters of Frederick County shall be disposed of by any officer or employee of the organization having possession of same to such person, organization or corporation, for such public, charitable or educational uses and purposes as may be designated by the Board of Directors of the League of Women Voters of Frederick County.

Article Seven

Meetings 

Sec. 1. General Membership Meetings. Each year there shall be at least four meetings at which all members meet together. The Annual Meeting shall be counted as one of these. Meetings designed primarily for the public (e.g. Candidates’ Nights) are not considered general membership meetings. The time and place of these meetings shall be determined by the Board of Directors. 

Sec. 2. Annual Meetings. An Annual Meeting shall be held between April 1 and May 30, the exact date to be determined by the Board of Directors. The Annual Meeting shall:

1. Adopt a local Program for the ensuing year;
2. Elect Officers, Directors and members of the Nominating Committee;
3. Adopt an adequate budget; and
4. Transact such other business as may properly come before it.

Sec. 3. Other meetings. Other meetings shall be established by the Board of Directors as may be necessary to carry out the Program of the League.

Sec. 4. Quorum. Twenty percent (20%) of the membership shall constitute a quorum at all business meetings of the League of Women Voters of Frederick County.

Article Eight

Nominations and Elections

Sec. 1. Nominating Committee.

Number. The Nominating Committee shall consist of five members, two of whom shall be members of the Board of Directors.

1. Selection. The chair and two members, who shall not be members of the Board, shall be elected at the Annual Meeting. Nominations for these offices shall be made by the current nominating committee. The other two members shall be appointed by the Board of Directors immediately following the Annual Meeting.
2. Term of Office. Term of office for this committee shall be one year and shall expire at the conclusion of the next Annual Meeting.
3. Qualifications. No person shall be elected or appointed or continue to serve on this committee unless the person is a voting member of the League of Women Voters of Frederick County.
4. Vacancies. Any vacancy, other than that of chair, occurring on the Nominating Committee by reason of resignation, disqualification or death of a member, shall be filled within one month by majority vote of the remaining members of the committee, provided that the proportion of representation on the committee remains three non-Board members to two members from the Board. A vacancy in the chair shall be filled by one of the remaining elected members and chosen by the committee.

Sec. 2. Suggestions for Nominations. It shall be the duty of the chair of the Nominating Committee to request, by a public call to the membership, suggestions for nominations for the positions to be filled. Recommendations for nominations may be made to the Nominating Committee by any voting member at least two months before the Annual Meeting.

Sec. 3. Report of the Nominating Committee and Nominations from the Floor. 

1. The report of the Nominating Committee of its nominations for Officers, Directors and non-Board members of the Nominating Committee shall be sent to all members at least one month before the date of the Annual Meeting.
2. The report of the Nominating Committee shall be presented at the Annual Meeting.
3. 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. 4. Election.

1. The election shall be in the charge of the Nominating Committee.
2. The election shall be by ballot provided that when there is but one nominee for each office, the election shall be by voice vote.
3. Absentee or proxy voting shall not be permitted.
4. A majority vote of those qualified to vote and voting shall constitute an election.

Article Nine

Program

Sec. 1. Authorization. The 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 Frederick County shall consist of:

1. Action to implement the Principles of the League of Women Voters of the United States and
2. Those local governmental issues chosen for concerted study and action.

Sec. 3. Action by the Annual Meeting. The Annual Meeting shall act upon the Program using the following procedures:

1. The Board of Directors shall consider the recommendations sent in by the voting members at least one month prior to the Annual Meeting and shall formulate a proposed Program.
2. A draft of the proposed Program shall be made available to all members at least one month before the Annual Meeting.
3. A majority vote of voting members present and voting at the Annual Meeting shall be required for adoption of issues in the proposed Program as presented to the Annual Meeting by the Board of Directors.
4. Recommendations for Program submitted by voting members at least two months prior to the Annual Meeting but not included in the Proposed Program recommended by the Board of Directors may be considered at 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.
5. Changes in the Program, in the case of altered conditions, may be made provided that: 

     (1)   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 

     (2)   final action by the membership is taken at a succeeding meeting. 

Sec. 4. 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. They may act only in conformity with, and not contrary to, a position taken by the League of Women Voters of Frederick County, the League of Women Voters of Maryland and/or the League of Women Voters of the United States.

Article Ten

National Convention, State Convention and Council

Sec. 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 select delegates to that convention in the number allotted the League of Women Voters of Frederick County under the provisions of the bylaws of the League of Women Voters of the United States.

Sec. 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 Frederick County under the provisions of the bylaws of the League of Women Voters of Maryland. 

Sec. 3. State Council. The membership of 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 Frederick County under the provisions of the bylaws of the League of Women Voters of Maryland. 

Article Eleven

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 Twelve

Amendments

Sec. 1. Amendments. 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.

Revised: April 2015

                 April 2017—to comply with LWVUS By-Laws changes

                 April 2018

                 April 2019