LEAGUE OF
WOMEN VOTERS OF
BYLAWS
Revised 6/2007
Name
Purposes and Policy
Membership
Officers and Board of Directors
LWVOR Board of Directors Operations
Recognition of Local Leagues, ILOs and MALs
Financial Administration
Convention
Council
Nominations and Elections
Program
LWVUS Convention and Council
Parliamentary Authority
Amendments
Sec. 1. Name. The name of this organization shall be the
League of Women Voters of Oregon; hereinafter referred to in these bylaws as
LWVOR. This state League is an integral
part of the League of Women Voters of the
Sec. 1. Purposes. The purposes of the LWVOR are to promote
political responsibility through informed and active participation in government and to act on selected governmental issues.
Sec. 2. Political
Policy. The LWVOR shall not support
or oppose any political party or any candidate.
Sec. 1. Eligibility. Any person who subscribes to the purposes and
policy of the LWVOR shall be eligible to be a voting member or an associate.
Sec. 2. Composition. The LWVOR shall be composed of members of the
LWVUS who are enrolled in recognized local Leagues within the state, and of
members-at-large of the LWVUS residing within
Sec. 3. Types of Membership.
a. Voting Members. Citizens at least 18 years of age residing within Oregon who are enrolled in LWVUS, recognized local Leagues, or LWVOR as members-at-large shall be voting members of the LWVOR. Those who have been members of the League for 50 years or more shall be honorary life members. Life members are excused from the payment of dues.
b. Associates. All others who join the LWVOR shall be associates.
ARTICLE IV
Sec. 1. Enumeration of Officers. The officers of the LWVOR shall be a
president, a first vice-president, a second vice-president, a secretary, and a
treasurer.
Sec. 2. Enumeration of the Board of Directors. The LWVOR Board of Directors shall consist of
the officers of the LWVOR, six elected directors, and not more than six
appointed directors.
Sec. 3. Election of Officers and Directors of the
Board of Directors. The president,
first vice-president, secretary, and three elected Board members shall be
elected by the convention. They shall
assume office June 1 following the convention and shall serve until May 31
following the next regular biennial convention or until their successors have
been elected. The second vice-president,
treasurer, and three elected Board members shall be elected by the
council. Except for the treasurer, they
shall assume office June 1 following the council and shall serve until May 31
following the next regular biennial council or until their successors have been
elected. The treasurer shall assume
office on July 1 following the council and hold office through June 30
following the next biennial council or until a successor has been elected.
Sec. 4. Number, Selection, and Term of Office of
Appointed Directors. The elected
officers and directors may appoint such additional directors, not exceeding
six, as they deem necessary to carry on the work of the LWVOR. The term of office of the appointed directors
shall be two years and end on May 31.
Sec. 5. Qualifications. No person shall be elected or appointed or
shall continue to serve as an officer or director of this organization who is
not a member of the LWVOR. No person
shall serve consecutively more than four two-year terms as a member of the
LWVOR Board of Directors.
Sec. 6. The President. The president shall preside at all meetings
of the organization and of the LWVOR Board of Directors. The president may, in the absence or
disability of the treasurer, 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 LWVOR Board.
Sec. 7. The Vice-President. The two vice-presidents, in order of their
rank, shall, in the event of absence, resignation, disability, or death of the
president, possess all the powers and perform all the duties of that
office. In the event that neither
vice-president is able to serve in this capacity the LWVOR Board of Directors
shall elect one of its members to fill the vacancy. The vice-presidents shall perform such other
duties as the president shall designate.
Sec. 8. The Secretary. The secretary shall keep minutes of
convention, council, and meetings of the LWVOR Board of Directors; shall notify
all officers and directors of their election; shall sign with the president all
contracts and other instruments so authorized by the LWVOR Board; and shall
perform such other functions as may be incident to the office.
Sec. 9. The Treasurer. The treasurer shall collect and receive all
moneys due; shall be custodian of these moneys; shall deposit them in a bank or
banks designated by the LWVOR Board of Directors and disburse them upon order
of the LWVOR Board of Directors; shall present statements to the LWVOR Board at
its regular meetings and two annual reports, (1) a year-to-date report to the
convention or council, and (2) a complete fiscal year report to all local
League organizations at the completion of the fiscal year.
Sec. 10. Vacancies. Any vacancy, other than in the office of the
president, may be filled, until the convention or council held closest to the
end of the Board member’s term, by a majority vote of the remaining members of
the LWVOR Board. In filling the vacancy
the LWVOR Board shall consider names submitted by the Nominating Committee.
Sec. 11. Resignation and Removal of Officers and
Directors. Three consecutive
absences from a Board meeting by any member without valid reason, as determined
by the Board, shall constitute a resignation.
Failure to observe the procedures outlined in Article V, Sec. 2 when a
Board member has a conflict of interest with the LWVOR will result in the Board
member’s resignation or removal. Any
officer or Board member may be removed for cause, as determined by the Board,
by a 2/3 vote of the Board of Directors.
Sec. 1. Powers and Duties. The LWVOR Board of Directors shall have full
charge of the property and business of the organization with full power and
authority to manage and conduct the same, subject to the instructions of the
convention. The LWVOR Board shall plan
and direct the work necessary to carry out the program on state governmental
matters as adopted by the convention. It
shall accept responsibility delegated to it by the Board of Directors of the
LWVUS for the organization and development of local Leagues, for the carrying
out of Program, and for promotion in the local Leagues of finance programs
requisite to further the work of the League as a whole. The LWVOR Board shall have the authority,
where circumstances require, to make reasonable and prudent adjustments in the
existing budget approved at convention or council, to implement so far as
feasible the general emphasis of the budget.
The LWVOR Board shall create and designate special committees as it
deems necessary.
Sec. 2. Conflict of Interest. A conflict of interest is not cause for a
Board member’s resignation if the following procedure has been observed:
a. The material facts of the activity have been
disclosed to the Board of Directors.
b. The activity is not contrary to the interests, financial or otherwise, of the League of Women Voters of Oregon.
c. The Board of Directors approves, by a vote,
of the Board member’s activity.
d. Any Board member who has material interest in
a specific issue shall not vote on matters relating to that issue.
Sec. 3. Regular Meetings. There shall be at least four regular meetings
of the LWVOR Board of Directors annually.
The president shall notify each member of the LWVOR Board of Directors
of all regular meetings by e-mail if available or by paper copy to each
members’ last known post office address, at least one week before any such
meeting, notice thereof, giving the time and the place of meeting. No action taken at any regular LWVOR Board
meeting attended by three-fourths of the members of the LWVOR Board shall be
invalidated because of the failure of any member or members of the LWVOR Board
to receive any notice properly sent or because of any irregularity in any notice
actually received.
Sec. 4. Special Meetings. The president may call special meetings of
the LWVOR Board of Directors, and shall call a special meeting upon the written
request of five members of the LWVOR Board.
Members of the LWVOR Board shall be notified of the time and place of
special meetings by e-mail, telephone or letter sent at least six days prior to
such meeting, provided, however, that during a convention or council, the
president may, or upon the request of five members of the LWVOR Board shall,
call a special meeting of the LWVOR Board by handing the members of the LWVOR
Board a written notice of the time and place of the meeting.
If
an occasion arises which necessitates immediate action, remote communications
(email, teleconferencing, etc.) may be utilized to make a decision. In this case, the 6-day requirement for
special meetings is waived. All LWVOR
Board members shall be notified of the meeting and its purpose by email or
telephone. Before any decision can be
made, all members must be given an opportunity to participate in a remote
discussion. A simple majority of all
LWVOR Board members is required for approval or disapproval. In the case of email, response must be made
within 24 hours of the notice. The
President shall fully inform all Board members of the results before acting on
the vote. Results of email or
teleconference voting shall be reported at the next regular Board meeting and
recorded in the minutes.
Sec. 5. Quorum.
A majority of the members of the LWVOR Board of Directors shall
constitute a quorum.
Sec. 6. Executive Committee. The LWVOR Board of Directors may appoint an
Executive Committee consisting of no fewer than five members of the LWVOR
Board. The Executive Committee shall be
comprised of the officers of the LWVOR Board and a designated alternate. The Executive Committee shall meet at the
call of the president. The Executive
Committee shall exercise such power and authority as may be delegated to it by
the LWVOR Board of Directors and shall report to the LWVOR Board of Directors
on all actions taken by it between regular meetings of the LWVOR Board.
Sec. 7. Indemnification of Officers, Directors, and
Employees. The LWVOR shall indemnify
to the fullest extent not prohibited by law any director, officer, member of
any committee, or employee who was or is a party or is threatened to be made a
party to any proceeding because such person was or is a director, officer,
member of any committee, or employee of LWVOR, including any threatened, pending,
or completed action, suit, or proceeding whether brought in the name of the
LWVOR or otherwise and whether of a civil, criminal, administrative, or
investigative nature, against all expenses (including attorney’s fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the Indemnified Person in connection with such a proceeding. Any indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under these Bylaws, agreements, statutes, policies of
insurance, or otherwise.
Sec. 8. Limitation of Liability. The civil liability of directors, officers,
or employees shall be limited as specified under the Oregon Nonprofit
Corporation Act of 1989.
ARTICLE VI
Sec. 1. Local Leagues.
a. Local Leagues
are those Leagues which have been so recognized by the LWVUS.
b. The LWVOR Board of Directors shall recommend to the LWVUS Board that the LWVUS Board recognize as a local League any group of members of the LWVUS in any community within the state, provided the group fulfills requirements for local Leagues as adopted by the LWVUS convention.
c. In the event of recurring failure of a local League to fulfill
these requirements, the LWVOR Board of Directors shall recommend to the LWVUS
Board that the LWVUS Board withdraw recognition from the local League. All funds held by a local League from which
recognition has been withdrawn, after satisfying their financial obligations,
including those to LWVOR and LWVUS, shall be paid to the LWVOR.
Sec. 2. Inter-League Organizations.
a. Inter-League Organizations are those Leagues which have been so
recognized by the LWVUS.
b. The LWVOR Board of Directors shall recommend to the LWVUS Board
that the LWVUS Board recognize as an Inter-League Organization any group of
local Leagues, provided the group fulfills requirements for Inter-League
Organizations as adopted by the LWVUS convention. The LWVOR Board of Directors has
responsibility for the guidance of ILOs.
c. In the event of recurring failure of an Inter-League Organization
to fulfill these requirements, the LWVOR Board of Directors shall recommend to
the LWVUS Board that the LWVUS Board withdraw recognition from the Inter-League
Organization. All funds held by an
Inter-League Organization from which recognition has been withdrawn shall be
pro-rated, based on membership, among the member Leagues after satisfying any
financial obligations of the ILO.
Sec. 3. Member-at-Large Units.
a. The LWVOR Board of Directors may organize members-at-large into
member-at-large units. Rules and
procedures for the formation and operation of such units shall be the
responsibility of the LWVOR Board and operate within the limitations
established by the LWVUS.
b. In the event of recurrent failure to adhere to guidelines for
member-at-large units or to operate within the limitations established by the
LWVUS, LWVOR may withdraw approval of the member-at-large unit. All funds held by a member-at-large unit from
which approval has been withdrawn shall be paid to and disbursed by LWVOR.
Sec. 1. Fiscal Year. The fiscal year of the LWVOR shall commence
on the first of July each year.
Sec. 2. Financial Support.
a. Financial responsibility for the work of the LWVOR as a whole shall be assumed annually by the local Leagues in the state.
b. Each local League shall make a per member
payment (PMP) directly to the LWVOR, the amount of such payment to be
determined by the convention by a three-fifths vote of the delegates
voting. When two members reside at the
same address in a common household, the local League shall make a payment equal
to one and one-half times the determined per member payment. Local Leagues shall make a payment equal to
one half times the determined per member payment for students who are working
half-time or more toward a degree at an accredited institution. Additional support for the LWVOR shall be
determined at LWVOR convention or council.
c. Each local League shall also make a per
member payment (PMP) directly to the LWVUS in the amount set by the LWVUS
convention for individuals, households and students.
Sec. 3. Budget Committee. A budget shall be prepared by a committee
which shall be appointed for that purpose at least four months in advance of
the convention or council. The treasurer
shall be, ex-officio, a member of the Budget Committee but shall not be
eligible to serve as Chair.
Sec. 4. Budget.
The LWVOR Board of Directors shall send a proposed budget for the next
fiscal year to the presidents of the local Leagues and Inter-League
Organizations at least six weeks in advance of the convention or council.
Sec. 5. Distribution of Funds on Dissolution. In the event of a dissolution for any cause
of the LWVOR, all moneys and securities which may at the time be owned by or
under the absolute control of the LWVOR shall be paid to the LWVUS after the
Board of Directors has paid or made provision for the payment of all the
liabilities of the LWVOR. All other
property of whatsoever nature, whether real, personal, or mixed which may at
the time be owned or under the control of the LWVOR shall be disposed of by any
officer or employee of the organization or corporation, for such public,
charitable, or educational uses and purposes as may be designated by the Board
of Directors of the LWVOR.
Sec. 1. Place, Date, Call. A convention of the LWVOR shall be held biennially
at a time and place to be determined by the LWVOR Board of Directors. The president shall send a first call for the
convention to the presidents of the local Leagues, Inter-League Organizations
and members-at-large representatives not less than four months prior to the
opening date of the convention fixed in the call. Thereafter, the LWVOR Board of Directors may
advance or postpone the opening date of the convention by not more than two
weeks. A final call for the convention
shall be sent to the presidents of the local Leagues, Inter-League
Organizations and members-at-large representative(s) at least six weeks before
convention.
Sec. 2. Composition. The convention shall consist of (a) the
delegates chosen by the members through the local Leagues in the number
provided in Sec. 4 of this Article, (b) the members of the Board of Directors
of League of Women Voters of Oregon, (c) one delegate chosen by the Board of
each recognized Inter-League Organization, and (d) the delegate(s) for
members-at-large as selected according to the procedures established in the
State Board Policies, Procedures, & Guidelines. Any member of the LWVOR may attend convention
as an observer.
Sec. 3. Qualification of Delegates and Voting. Each delegate shall be a member of the League
of Women Voters of Oregon. Each delegate
shall be entitled to one vote only at the convention even though the delegate
may be attending in two or more capacities.
Absentee or proxy voting shall not be permitted. Recognition of qualified delegates shall be
determined by a Credentials Committee as designated by the president.
Sec. 4. Representation. In a convention year, each recognized local
League shall be entitled to two (2) delegates for the first 40 members or
fewer. One delegate should be the
president. There will be one additional
delegate allowed for every 20 additional members or major fraction (10 or more)
thereof belonging to the local League as of LWVUS PMP reporting date for the
year of the convention. Members-at-large
(MAL) representation at convention shall be one delegate for every 20 MALs or
major fraction (10 or more) thereof belonging to the League as of LWVUS PMP
reporting date for the year of the convention.
If there are fewer than 10 MALs, the interest of the MALs shall be
represented by the LWVOR Membership Chair.
Sec. 5. Alternates. Each local League or Inter-League
Organization may designate the same number of alternates as allotted
delegates. Alternates for
members-at-large (MAL) may be selected according to the procedures established
in the State Board Policies, Procedures & Guidelines. The number of designated alternates for MALs
may equal the number of allotted delegates.
An alternate may replace a registered delegate after proper evidence of
the delegate’s withdrawal has been presented to the Credentials Committee and
the alternate has registered as the new delegate. No alternate can “substitute” for a delegate
who remains registered. In the event
that a registered delegate or an alternate cannot attend, an observer may
acquire the status of delegate only with the approval of the local League
president or the president’s designee who must inform the Credentials
Committee. A member-at-large observer
may acquire the status of delegate with the approval of the State Board
Membership Chair or the Membership Chair’s designee who must inform the
Credentials Committee.
Sec. 6. Powers.
The convention shall consider and authorize for action a program, shall
elect the president, first vice-president, secretary, three elected Board
members and members of the Nominating Committee, shall adopt a budget for the
ensuing year, and shall transact such other business as may be presented.
Sec. 7. Quorum.
Twenty-five percent of the possible number of voting delegates shall
constitute a quorum for the transaction of the business of the convention,
provided that there is a representation from at least one half of the local
Leagues.
Sec. 1. Place, Date, Call. A meeting of the council shall be held in the
interim year between conventions, approximately twelve months after the
preceding convention at a time and place to be determined by the LWVOR Board of
Directors. A formal call shall be sent
by the president of LWVOR to the presidents of the local Leagues, Inter-League
Organizations and members-at-large at least six weeks before a council
meeting. Special meetings of the council
may be called in the event of extreme emergency.
Sec. 2. Composition. The council shall be composed of (a) the
presidents of the local Leagues and Inter-League Organizations or an alternate
in the event the president is unable to attend, (b) one delegate chosen by each
local League, (c) the Board of Directors of the LWVOR and (d) one delegate for
the members-at-large (MAL) selected as established in the Board Policies,
Procedures & Guidelines. If there
are fewer than 10 MALs, the interest of the MALs shall be represented by the
LWVOR Membership Chair. In the event a
president is unable to attend, an alternate may represent that local League or
Inter-League Organization.
Sec. 3. Qualification of Delegates and Voting. Each delegate shall be a member of the League
of Women Voters of Oregon. Each delegate
shall be entitled to one vote only at the council even though the delegate may
be attending in two or more capacities.
Absentee or proxy voting shall not be permitted. Recognition of qualified delegates shall be
determined by a Credentials Committee as designated by the president.
Sec. 4. Alternates. Each local League or Inter-League
Organization may designate the same number of alternates as allotted
delegates. The alternate for
members-at-large (MAL) may be selected according to the procedures established
in the State Board Policies, Procedures & Guidelines. The qualifications for alternates shall be
the same as those for delegates. An
alternate may replace a registered delegate after proper evidence of the
delegate’s withdrawal has been presented to the Credentials Committee and the
alternate has registered as the new delegate.
No alternate can “substitute” for a delegate who remains
registered. In the event that a
registered delegate or an alternate cannot attend, an observer may acquire the
status of delegate only with the approval of the local League president or the
president’s designee who must inform the Credentials Committee. A member-at-large observer may acquire the
status of delegate with the approval of the State Board Membership Chair or the
Membership Chair’s designee who must inform the Credentials Committee.
Sec. 5. Powers.
The council shall elect the second vice-president, treasurer, and three
elected Board members, shall give guidance to the LWVOR Board on Program,
methods of work, and budget as submitted by the LWVOR Board of Directors. The council is authorized to change the
Program only in the event of an emergency upon recommendation of the LWVOR
Board or local League, using the following procedure: (1) at least eight weeks
before the council meeting, any local League proposing a change shall submit it
to the LWVOR which shall decide whether to recommend it. (2) At least six weeks
before the council meeting, the LWVOR Board shall send to the presidents of
local Leagues all proposed changes. (3) Any change proposed by a local League
and not recommended by the LWVOR Board shall first require a majority vote of
the council for consideration; and (4) the change is adopted by a two-thirds
vote. The council shall adopt a budget
for the ensuing year and shall transact such other business as shall be
presented by the LWVOR Board.
Sec. 6. Quorum.
Fifteen delegates other than the LWVOR Board of Directors shall
constitute a quorum for the transaction of business at the council provided
that there is a representation from at least half the local Leagues.
Sec. 1. Nominating Committee. The Nominating Committee shall consist of
seven members, three of whom shall be members of the LWVOR Board of
Directors. The Chair and three members,
who shall not be members of the LWVOR Board of Directors, shall be elected by
the convention and shall serve for a two-year term. Any vacancy occurring in the Nominating
Committee shall be filled by the LWVOR Board of Directors. In the event a vacancy occurs in the Chair
position of the Nominating Committee, the LWVOR Board of Directors shall
designate an Off-Board member to serve in this capacity. The president of the LWVOR shall send the
name and address of the Chair of the Nominating Committee to the presidents of
each recognized local League and Inter-League Organization.
Sec. 2. Suggestions for Nominations. The Chair of the Nominating Committee shall
request, through the president of each local League and Inter-League
Organization, suggestions for nominations for offices to be filled. Suggestions for nominations by local Leagues
and Inter-League Organizations shall be sent by the president, secretary, or
any member of the local League or Inter-League Organization to the Chair of the
Nominating Committee.
Sec. 3. Report of Nominating Committee and
Nominations from Floor. The report
of the Nominating Committee of its nominations for officers, directors and the
Chair and three members of the succeeding Nominating Committee shall be sent to
the local Leagues and Inter-League Organizations six weeks before the date of
the convention. The report of the
Nominating Committee shall be presented to the convention on the first day of
the convention. Immediately following
the presentation of this report, nominations may be made from the floor by any
member of the convention provided that the consent of the nominee shall have
been secured.
Sec. 4. Election. The election shall be in the charge of an
Election Committee appointed by the president on the first day of the
convention. 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 shall constitute an election.
Sec. 5. Vacancies. When a vacancy occurs on the LWVOR Board of
Directors, except in the office of president, the Nominating Committee shall
submit to the LWVOR Board the names of members who may be considered in filling
the vacancy.
ARTICLE
XI
Sec. 1. Principles. The governmental principles adopted by the
LWVUS convention and supported by the League as a whole, constitute the
authorization for the adoption of Program.
Sec. 2. Program. The Program of the LWVOR shall consist of (a)
action to implement the Principles and (b) those state governmental issues
chosen for concerted study and action.
Sec. 3. Convention Action. The convention shall select those
governmental issues for concerted study and action, using the following
procedure:
a. Local Leagues shall submit program recommendations to the LWVOR Board of Directors for consideration at least three months prior to the convention.
b. The LWVOR Board of Directors shall
consider the recommendations and shall formulate a proposed Program which shall
be submitted to the local League Boards at least six weeks prior to the
convention.
c. Any recommendation for the Program
submitted to the LWVOR Board of Directors at least three months prior to the
convention, but not proposed by the LWVOR Board, may be adopted by the
convention, provided consideration is ordered by a majority vote and the vote
on adoption comes on a following day.
Adoption of Program shall adhere to convention rules.
Sec. 4. Council Action. The council may change the Program as provided
in Article IX.
Sec. 5. Member Action. Members may act in the
name of the LWVOR only when authorized to do so by the Board of Directors of
the LWVOR.
Sec. 6. Local League and Inter-League Organization
Action. Local Leagues and
Inter-League Organizations may take action on state governmental matters after
receiving permission from the Board of Directors of the LWVOR. Local Leagues and Inter-League Organizations
may act only in conformity with and not contrary to, the position taken by the
LWVOR.
Sec. 1. LWVUS Convention and Council. The LWVOR Board of Directors shall elect
delegates to LWVUS convention and council in the number allowed the LWVOR under
the provisions of the Bylaws of the LWVUS.
The current president will automatically be selected as the primary
delegate. Any delegate should intend to
serve on the LWVOR Board the following year.
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.
Sec. 1. Amendments. These bylaws may be amended by a two-thirds
vote at any convention using the following procedures:
a. Proposals for change shall be submitted by any local League Board to the LWVOR Board of Directors at least three months prior to convention.
b. All proposed amendments received from
local Leagues or proposed by the LWVOR Board of Directors, together with the
recommendations of the LWVOR Board shall be sent to the presidents of local
Leagues and Inter-League Organizations at least six weeks prior to convention.
c. The presidents of all local Leagues shall notify the members of their respective Leagues of the proposed amendments. Failure of a local League president to give the notice or failure of any member to receive the notice shall not invalidate amendments to the bylaws.