BYLAWS
LEAGUE OF WOMEN VOTERS OF BUCKS COUNTY
(As amended and adopted June 2024)
ARTICLE I Name
The name of this organization shall be the League of Women Voters of Bucks County, hereinafter referred to as LWVBC. The LWVBC is an integral part of the League of Women Voters of the United States, hereinafter referred to as LWVUS, and the League of Women Voters of Pennsylvania, hereinafter referred to as LWVPA.
ARTICLE II Purpose and Policy
Section 1. Purpose. The purpose of the LWVBC shall be to promote political responsibility through informed and active participation in government, and to act on selected governmental issues.
Section 2. Political Policy. The LWVBC may take action on local government measures and policies in the public interest in conformity with the principles of the LWVUS and the LWVPA. The LWVBC shall not support or oppose any political party or any candidate.
Section 3. Diversity, Equity & Inclusion Policy. The LWVBC is fully committed to ensure compliance - in principle and in practice - with LWVUS' Diversity, Equity, and Inclusion Policy.
Section 4. Tax Exempt Status. The LWVBC 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 provisions of these Articles, the LWVBC shall not continue 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 expenditures of the LWVBC shall be incurred to influence legislation.
ARTICLE III Membership
Section 1. Eligibility. Any person who subscribes to the purpose and the policy of the League shall be eligible for membership.
Section 2. Types of Membership
A. Voting Members. All persons at least 16 years of age who join LWVBC shall be voting members of LWVBC, LWVPA and of the LWVUS. Those who have been members of the League for 50 years or more shall be life members excused from the payment of dues. B. Associate Members. All others who join LWVBC shall be associate members.
ARTICLE IV Officers
Section 1. Enumeration and Election of Officers. The Officers of the LWVBC shall be a President, (Vice President(s) or Co-Presidents), a Secretary, and a Treasurer. They shall be elected at the Annual Meeting and shall hold office for two years or until their successors have been elected and qualified. If the Nominating Committee is not able to find a candidate(s) for President (or Co-President) from the current membership, the Board will then select an Executive Committee to assume the functions of the President until the next Annual Meeting. All further mention of ‘President’ shall also apply to ‘Co-Presidents’ or ‘Executive Committee’ when such is in leadership.
Section 2. The President. The President shall preside at all meetings of the Board of Directors unless designating a member of the Board to preside instead. The President, in the absence of or disability of the Treasurer, may sign or endorse checks, drafts, and notes. The President shall be an ex officio member of all committees. The President 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. In the event of the absence, resignation, disability, or death of a President, the Board of Directors shall select one of its members to fill the vacancy.
Section 3. The Vice President(s). If there is a President and Vice President(s), the Vice President(s) shall perform such duties as the President and the Board of Directors may designate. The Vice President(s) shall, in the event of the absence, resignation, disability or death of the President, possess all the powers and perform all the duties of that office. In the event the Vice President(s) is/are unable to serve in this capacity, the Board of Directors shall select one of its members to fill the vacancy.
Section 4. The Secretary. The Secretary shall keep and disseminate minutes of all meetings of the Board of Directors and of the Annual Meeting; shall notify all officers and directors of their election; 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.
Section 5. The Treasurer. The Treasurer shall collect and receive all moneys due; shall be the custodian of these moneys, shall deposit them in an authorized financial institution designated by the Board of Directors, and shall disburse the same only upon order of the Board of Directors or the President, if disbursement is more than $250. The Treasurer shall present periodic statements to the Board at its regular meetings and an annual report to the Annual Meeting.
ARTICLE V Board of Directors
Section I. Number, Manner of Selection and Term of Office. The Board of Directors shall consist of the officers of the LWVBC, at least six elected directors and directors appointed at the discretion of the Board. The President, and at least four directors shall be elected in odd-numbered years for a two-year term. In even-numbered years, the Vice President, a Secretary, a Treasurer and at least two directors shall be elected for a two-year period. Officers and elected directors shall serve until the conclusion of their two-year term or until their successors have been qualified and elected. The elected members shall appoint additional directors as they deem necessary to continue the work of the LWVBC. The term of office of the appointed directors shall expire at the conclusion of the following Annual Meeting.
Section 2. Qualifications. No person shall be elected or appointed or shall continue to serve as an officer or director of this organization unless a voting member of LWVBC.
Section 3. Vacancies. Any vacancy other than the President occurring in the Board of Directors by reason of the resignation, death or disqualification of an officer or elected member may be filled by majority vote of the remaining members of the Board of Directors.
Section 4. Powers and Duties. The Board of Directors shall have full charge of the property and business of the LWVBC with full power and authority to manage and conduct the same, subject to the instructions of the Annual Meeting. The Board shall plan and direct the work necessary to conduct the program on local governmental matters as adopted by the Annual Meeting. The Board shall create and designate such special committees as it may deem necessary.
Section 5. Regular Meetings. There shall be at least four regular meetings of the Board of Directors annually. The President shall notify each member of the Board of Directors not less than one week before the date of the meeting. Meetings may be held in person or via electronic services such as teleconferencing.
Section 6. Special Meetings. The President may call special meetings of the Board of Directors and shall call a special meeting upon the written request of three members of the Board. Members of the Board shall be notified of special meetings through electronic communications. Official Board decisions that are needed in a timely manner may be made by email or electronic voting when deemed necessary by the President or any other Board member.
Section 7. Quorum. A majority of the members of the Board of Directors shall constitute a quorum.
Section 8. Management Team. There shall be a Management Team comprised of the President (the Vice President(s) or Co-President), the Secretary, the Treasurer, and members of the Board chosen by the President. The Management Team shall have the power to act on matters arising between the regular or special meetings of the Board and their action must be presented to the Board at its next regular Board meeting.
Section 9. Non-Officer Members. The non-officer members will fill the positions of Communication Director, Membership Director, Voter Services Director, Action (or Advocacy) Director, Development Director, Events Coordinator, and other positions as defined by the Board of Directors.
ARTICLE VI Financial Administration
Section 1. Fiscal Year. The fiscal year of the LWVBC shall commence on the first of July of each year.
Section 2. Budget Committee. The Budget shall be prepared by a committee consisting of at least two members who shall be appointed for that purpose by the LWVBC Board at least three months in advance of the annual Meeting. In addition, the Treasurer shall be ex officio member of the Budget Committee but shall not be eligible to serve as chair.
Section 3. Budget. The LWVBC Board shall submit to the Annual Meeting for adoption a budget for the ensuing year. A copy of the proposed budget shall be sent to the membership at least six weeks in advance of the Annual Meeting. The notice may be sent through mail or electronic communication.
Section 4. Distribution of Funds on Dissolution. In the event of the merger or dissolution of LWVBC, for any cause, all monies and securities or other property of whatsoever nature which may at the time be owned by or under the absolute control of the LWVBC 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 LWVBC and its affairs, to any member organization of the League 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; 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. (Pending final approval of 501(c)(3) status by the IRS.)
Section 5. Review of Financial Records. The books of the Treasurer shall be reviewed annually, and a report made to the Board by two members appointed at the annual meeting. The Board may authorize an audit of the financial records in lieu of the annual review by the members at their discretion.
Section 6. Reimbursement of Directors. The Board of Directors shall serve without compensation other than reimbursement for travel, lodging, conference fees, etc., for actual expenses incurred for their volunteer work and authorized in advance by the Board of Directors.
ARTICLE VII Annual Meeting
Section 1. Date. An Annual Meeting of LWVBC shall be held each year. A notice of the Annual Meeting to the membership will be sent no less than three months prior to the date of the Annual Meeting. The notice may be sent through mail or electronic communication.
Section 2. Powers. The Annual Meeting shall consider and authorize for action a program, a budget, elect officers and directors, and transact such other business as may be presented.
Section 3. Quorum. A quorum shall consist of 10% of the membership. Absentee or proxy voting shall not be permitted.
Section 4. Directions to the Board. The Annual meeting shall provide an opportunity for the members to provide directions to the board.
ARTICLE VIII Nominations and Elections
Section 1. Nominating Committee. The Nominating Committee shall consist of five members, two of whom shall be members of the Board of Directors. The Chairman and two members shall not be members of the Board of Directors and shall be elected at the Annual Meeting at the time of election of officers and board directors. Nominations for these members shall be made by the current Nominating Committee. The Board of Directors shall appoint the other members of the Committee. Vacancies occurring in the Nominating Committee shall be filled by the Board of Directors. The nominating committee will provide nominees for officers, directors, succeeding members of the nominating committee and other volunteer positions as directed by the Board of Directors.
Section 2. Suggestions for Nominations. The Chairman of the Nominating Committee shall request suggestions for nominations for officers, directors, and nominating committee member positions to be filled. Any member may send suggestions to the Chairman of the Nominating Committee.
Section 3. Report of the Nominating Committee and Nomination from the Floor. The report of the Nominating Committee of its nominations for officers, directors, and the chairman and two members of the succeeding Nominating Committee shall be sent to the membership two weeks before the date of the Annual Meeting. The notice may be sent through mail or electronic communication. The report of the Nominating Committee shall be presented at the Annual Meeting. Immediately following the presentation of this report, nominations may be made from the floor by any member present at the Annual Meeting, provided that the consent of the nominee shall have been obtained.
Section 4. Election. The election shall be by ballot; except when there is but one nominee for each office, it shall be in order to move that the Secretary cast the ballot for every candidate. A majority vote of those members voting at the Annual Meeting of the LWVBC shall constitute an election.
ARTICLE IX Program / Studies
Section 1. Principles. The governmental principles adopted by the National Convention (and the LWVPA referred to as Principles) and supported by the League of Women Voters as a whole, constitute the authorization for the adoption of Program.
Section 2. Program. The Program of the LWVBC shall consist of those local governmental issues chosen for concerted study and action.
Section 3. Annual Meeting Action. The Annual Meeting shall act upon the Program using the following procedures:
a. Recommendations for the Program from individual members must be received by the LWVBC Board
at least two months prior to the Annual Meeting.
b. The L WVBC Board shall consider these recommendations and formulate a proposed Program which shall be submitted to the membership at least two weeks before the Annual Meeting.
c. A three-fifths vote of those members voting at the Annual Meeting shall be required for the adoption of the Program.
d. Any recommendations for Program submitted to the Board of Directors at least two months before the
Annual Meeting, but not proposed by the Board, may be adopted at the Annual Meeting by a three fifths vote of those members voting, provided consideration is ordered by a majority of those voting.
ARTICLE X Parliamentary Authority
The rules contained in the current Roberts Rules of Order Newly Revised shall govern the organization in all cases to which they are applicable and in which they are consistent with these Bylaws.
ARTICLE XI Personal Use of Corporate Funds Prohibited
Section 1. Personal Use of LWVBC Funds. No LWVBC funds shall be used for the personal use by any Member, Director, Officer, Employee, or other person or entity associated therewith, and similarly no League asset will inure to personal benefit of any such person or entity.
ARTICLE XII Liability
Section 1. Contracts, Liability. No officer or committee of the LWVBC, or any other person, shall contract or incur any debt on behalf of the LWVBC, pledge the LWVBC's credit, or in any way render it liable, in any amount more than $500 unless authorized by the Board of Directors.
ARTICLE XIII Indemnification
Section 1. General. The LWVBC shall indemnify each of its Directors, each of its Officers, each of its employees designated for indemnification by the LWVBC Board of Directors, and each member of a committee, for the defense of civil proceedings as hereinafter provided in this Article.
Section 2. Non-Derivative Action. In case of action other than one by or on behalf of the LWVBC to procure a judgment in its favor, the LWVBC shall indemnify each of its Directors, Officers, employees, or committee members, as aforesaid, from and against all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney's fees, actually and necessarily incurred as a result of such action imposed or asserted against such Director, Officer, employee or committee member, as aforesaid, by reason of his or her being or having been a Director, Officer, employee, or committee member, as aforesaid, but only in the event that a determination shall have been made, either judicially or in the manner hereinafter provided, that such Director, Officer, employee, or committee member, as aforesaid, acted in good faith for a purpose which he or she reasonably believed to be in the best interest of LWVBC. This indemnification shall be made only if the LWVBC shall be advised by its Board that the Director, Officer, employee, or committee member, as aforesaid, has met the aforestated standard of conduct. In rendering such advice, the Board shall act either (1) by a quorum consisting of Directors who are not parties to such action, or (2) if such a quorum is not attainable with due diligence, upon the opinion in writing of independent legal counsel. If the foregoing determination is to be made by the Board, it may rely, as to all questions of law, on the advice of independent legal counsel.
Section 3. Derivative Action. In the case of an action by or on behalf of LWVBC to procure a judgment in its favor, the League shall indemnify each of its Directors, Officers, employees, or committee members, as aforesaid, from and against the reasonable expenses, including attorney's fees actually and necessarily incurred by any such Director, Officer, employee, or committee member, as aforesaid, in connection with such action or an appeal therefrom, except with respect to matters as to which such Director, Officer, employee, or committee member, as aforesaid, is adjudged, pursuant to the method described in Section 2, immediately above, to have breached his or her duty to the LWVBC by not discharging his or her obligation to the LWVBC in good faith and with reasonable degree of diligence, care, and skill which ordinarily prudent men or women would exercise under similar circumstances in like positions.
Section 4. Applicability. Every reference in this Article to a Director of the LWVBC shall include every Director, Officer, employee, or committee member, as aforesaid, thereof, or former Director, Officer, employee, or committee member, as aforesaid, thereof. The right of indemnification herein provided shall be in addition to any and all rights to which any Director, Officer, employee, or committee member, as aforesaid, of the LWVBC otherwise might be entitled, and the provision hereof shall neither impair nor adversely affect such rights.
ARTICLE XIV Amendments
Section 1. Amendments to ARTICLE I and ARTICLE II, Sections 1, 2, and 3
No amendments may be made to ARTICLE I and ARTICLE II, Sections 1, 2, and 3 by the local League chapter.
Section 2. Amendments to ARTICLES III through X and ARTICLE XIV
Amendments to Bylaws in the above sections may be made by a two-thirds vote of those voting at any Annual Meeting, using the following procedures:
a. Proposals for change shall be submitted by any member to the LWVBC Board at least two months prior to the Annual Meeting.
b. All such proposed amendments, together with the recommendations of the Board, shall be sent to the membership at least six weeks prior to the Annual Meeting.
