Our ByLaws
2013 Revision
ARTICLE I - NAME
Section 1. Name. The name of this organization shall be League of Women Voters of Ashland & Bayfield Counties Wisconsin; hereinafter referred to as the LWV/ABC.
ARTICLE II - PURPOSES AND POLICY
Section 1. Purpose. The purpose of the LWV/ABC 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 LWV/ABC may take action on local government measures and policies in the public interest in conformity with the principles of the League of Women Voters of the United States. It shall not support or oppose any political party or any candidate.
Section 3. The LWV/ABC shall be operated exclusively for charitable and educational purposes, as defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue law (the “Code”).
Section 4. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the organization. No substantial part of the activities of the organization shall be carrying on of propaganda or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on by (a) an organization exempt from federal income tax under section 501(c) (3) of the Code, or by (b) an organization, contributions to which are deductible under section 170(c)(2) of the Code.
ARTICLE III - MEMBERSHIP
Section 1. Eligibility. Any person who subscribes to the purposes and policy of the League shall be eligible for membership. The membership list of the League shall only be used for nonpartisan, intra-League reasons.
Section 2. Types of Membership
a) Voting Members. United States citizens at least 18 years of age who join LWV/ABC will also be members of the League of Women Voters of Wisconsin Education Network, Inc. (LWVWEN) and the League of Women Voters of the United States (LWVUS).
Fifty-year members of LWVUS shall be life members retaining all privileges of membership but excused from the payment of dues.
b) Associate Members shall be all other members.
Section 3. Written Ballot. In special circumstances designated at the discretion of the Board of Directors and not pertaining to the election of officers, directors, or amendment of the bylaws or articles of incorporation, the vote of the members may be taken by written ballot as set forth in section 181.0708 of the Wisconsin Statutes. Consistent with the requirements of section 181.0708, Wis. Stats., any action of members may be taken without a meeting if LWV/ABC delivers a written ballot to every member entitled to vote on the matter. A written ballot shall set forth each proposed action and provide an opportunity to vote for or against such action. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. Number, Manner of Selection and Term of Office. The Board of Directors shall consist of the officers of the League, five Directors elected for two-year terms, and not more than five Directors appointed by the president and ratified by the General Membership for one-year terms. Three of those Directors elected for two-year terms shall be elected by the General Membership at the Annual Meeting in the odd numbered years and two in the even numbered years. The immediate past president shall serve as an ex-officio member to the Board.
Section 2. Qualifications. No person shall be elected or appointed or continue to serve as an officer or director of this organization unless this individual is a voting member of the LWV/ABC.
Section 3. Vacancies. Any vacancy occurring in the Board of Directors by reason of the resignation, death, or disqualification of an officer or elected member may be filled, until the next Annual Meeting, by a majority vote of the remaining members of the Board of Directors. Three absences from Board meetings, not excused in advance by the president, shall be deemed as a resignation.
Section 4. 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 manage and conduct 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 at the Annual Meeting. The Board shall create and designate such special committees as it may deem necessary.
Section 5. Compensation. Members of the Board of Directors of the LWV/ABC shall not receive compensation for serving as Directors. They may, however, receive reimbursement for reasonable expenses incurred in connection with their duties, provided such reimbursement is authorized by the Board.
Section 6. Meetings. There shall be at least five regular meetings of the Board of Directors annually. The president shall notify each member of all regular meetings by mail, at least one week before such meetings, giving the time and place of the meeting, and including a written agenda of items to come before the Board.
Section 7. Special Meetings. The President may call special meetings of the Board of Directors and shall call a special meeting upon written request of five members of the Board. Board members shall be notified of the time and place of special meetings by telephone or letter, sent sufficiently in advance to advise all members of the meeting.
Section 8. Quorum. A majority of the members of the Board shall constitute a quorum.
Section 9. Written Consent. In accordance with Section 181.0821, Wis. Stats., any action that would be taken at a meeting of the Board may be taken without a meeting if a consent in writing setting forth the action to be taken is signed by at least two-thirds (2/3) of all of the Directors, provided all Directors receive notice of the text of the written consent and of its effective date and time. Any such consent signed by two-thirds (2/3) of all of the Directors has the same effect as a two-thirds (2/3) vote taken at a duly convened meeting of the Board at which a quorum is present and may be stated as such in any document filed with the Wisconsin Department of Financial Institutions. For purposes of this section, pursuant to § 181.0821(1r) of the Wisconsin Statutes, “in writing” includes a communication that is transmitted or received by electronic means, including electronic mail (“email”), and “signed” includes an electronic signature, as defined in §181.0103(10p) of the Wisconsin Statutes, as amended from time to time.
ARTICLE V - OFFICERS
Section 1. Enumeration, Election and Term of Office. The officers of the LWV/ABC shall be: a president, a president-elect, a secretary, and a treasurer. Officers shall be elected for one-year terms by the General Membership at the Annual Meeting and shall assume office at the close of the Annual Meeting at which they are elected.
Section 2. 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. The president shall be ex-officio, a member of all committees except the Nominating Committee; shall have such usual powers of supervision and management as may pertain to the office of president; and shall perform such other duties as may be designated by the Board.
Section 3. The President-Elect. The president-elect shall, in the event of absence, disability, or death of the president, possess all the powers and perform all the duties of that office until such time as the Board of Directors shall select one of its members to fill the vacancy. The president-elect shall work closely with the president and perform such other duties as the president and the Board may designate.
Section 4. The Secretary. The secretary shall keep the minutes of all meetings of the LWV/ABC and of all meetings of the Board of Directors. The secretary 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 monies due and shall be the custodian of the monies, shall deposit them in financial institutions designated by the Board, and shall disburse as necessary. The treasurer shall present statements to the board at their regular meetings and shall give an Annual Financial Report at the Annual Meeting. The books of the treasurer shall be subject to a financial review prior to the Annual Meeting by a committee appointed by the Directors.
ARTICLE VI - FINANCIAL ADMINISTRATION
Section 1. Fiscal Year. The fiscal year of the LWV/ABC shall commence on the first day of July each year.
Section 2. Dues. Annual dues shall be payable between July 1st and September 30th of each year.
Section 3. Budget. A budget for the ensuing year shall be submitted by the Board of Directors to the general membership for adoption at the Annual Meeting. The budget shall include support for the work of the League as a whole.
Section 4. Budget Committee. A Budget Committee shall be appointed by the Board of Directors at least two months prior to the Annual Meeting to prepare a budget for the ensuing year. The proposed budget shall be sent to all members one month before the Annual Meeting. The treasurer shall not be eligible to serve as chairperson of the Budget Committee.
ARTICLE VII - MEETINGS
Section 1. Membership Meetings. There shall be as many meetings of the membership each year as determined by the Board of Directors.
Section 2. Annual Meeting. The Annual Meeting shall be held each year in the spring, the exact date to be determined by the Board of Directors. At the Annual Meeting, the General Membership shall:
a) Adopt a local program for the ensuing year,
b) Elect officers, directors, and members of the Nominating Committee,
c) Adopt an adequate budget, and
d) Transact such other business as may properly come before it.
ARTICLE VIII - NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee. The Nominating Committee shall consist of three members, one of whom shall be a member of the Board of Directors. The chairperson and one member shall be from the membership at large. Nominations for these offices shall be made by the current Nominating Committee. The other member shall be appointed by the Board of Directors immediately following the Annual Meeting. Any vacancy on the Nominating Committee shall be filled by the Board. Suggestions for nominations for Officers and Directors may be sent to this committee by any voting member.
Section 2. Report of the Nominating Committee from the Floor. The report of the Nominating Committee of its nominations for Officers, Directors and the members of the succeeding Nominating Committee shall be sent to all members one month before the date of the Annual Meeting. 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.
Section 3. Elections. The election shall be by ballot, provided that when there is but one nominee for each office, it shall be in order to move that the secretary may be instructed that a unanimous ballot be cast for each nominee. A majority vote of those present and qualified to vote shall constitute an election. Absentee or proxy voting shall not be allowed.
ARTICLE IX - PROGRAM
Section 1. Authorization. The governmental principles adopted by the National Convention, and supported by the League as a whole, constitute authorization for the adoption of the Program.
Section 2. Program. The Program of the LWV/ABC shall consist of:
a) Action to protect the right to vote of every citizen, and
b) Those local governmental issues chosen for concerted study and action.
Section 3. Action by the Annual Meeting. The Annual Meeting shall act upon the Program, using the following procedures:
a) The Board of Directors shall consider the recommendations sent in by voting members two months prior to the Annual Meeting and shall formulate a Proposed Program.
b) The Proposed Program shall be sent to all members one month prior to the Annual Meeting.
c) A majority vote of voting members present and voting at the Annual Meeting shall be required for adoption of subjects in the Proposed Program as presented by the Board of Directors to the General Membership at the Annual Meeting.
d) Recommendations for Programs submitted by voting members two months prior to the Annual Meeting, but not recommended by the Board of Directors, may be considered by the General Membership at the Annual Meeting, provided that:
1) The General Membership at the Annual Meeting shall order consideration by a majority vote; and
2) The General Membership shall adopt the item at the Annual Meeting by a two-thirds vote.
e) Changes in the Program after the Annual Meeting 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.
Section 4. Member Action. Members may act in the name of the League of Women Voters only when authorized to do so by the proper Board of Directors. Letters to the editor on behalf of the LWV/ABC may only be signed by the president.
Section 5. Voter Services. These activities make available information on elections and other democratic processes to citizens in the community.
ARTICLE X - NATIONAL CONVENTION, STATE CONVENTION, AND STATE COUNCIL
Section 1. National Convention. The membership or 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 to LWV/ABC under the provisions of the Bylaws of the 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 the State Office, shall select delegates to that Convention in the number allotted to LWV/ABC under the provisions of the Bylaws of the LWVWEN.
Section 3. State Council. 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 to the LWV/ABC under the provisions of the Bylaws of the LWVWEN.
ARTICLE XI - PARLIAMENTARY AUTHORITY
Section 1. Parliamentary Authority. The rules contained in the 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 consistent with these bylaws.
ARTICLE XII - AMENDMENTS
Section 1. Amendments. The 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.
ARTICLE XIII – DISSOLUTION
Section 1. Dissolution. Upon the dissolution of the organization, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all of the assets by distributing the assets to the League of Women Voters of Wisconsin Education Network, Inc. (LWVWEN) or, if the LWVWEN no longer exists or declines to accept the assets, to the League of Women Voters Education Fund, provided that either organization continues to be recognized as an organization that is exempt from federal income tax under section 501(c)(3) of the Code. If neither organization can accept the assets, the distribution shall be made to such organization or organizations that are organized and operated exclusively for exempt purposes under section 501(c)(3) of the Code, or corresponding provisions of any subsequent federal tax laws, or to a state or a political subdivision of a state as defined in section 170(c)(1) of the Code.
ARTICLE XIV - GROUP EXEMPTION
Section 1. Group Exemption. The LWV/ABC agrees to be included in the group ruling of the LWVWEN (the “central organization”). We also agree that we must accept and adhere to all of the following as a part of being a subordinate/chapter:
a) We agree to accept the purpose of and abide by the policies and principles of LWVWEN, including Bylaws, Policies, and Handbook.
b) We agree to report our activities to LWVWEN as requested and to provide the requested reports on our activities and financials.
c) We agree that we are under the general control and supervision of our central organization, as that term is applied for purposes of a group ruling under section 501(c)(3) of the Code.
d) We understand that if we ever leave the group ruling or it ceases to exist, we will need to reapply for individual exemption and pay the user fee should we wish to be exempt.
Adopted: March 22, 1975
Revised: May 6, 1978
April 28, 1984
April 27, 1987
February 1, 1991
May 15, 1996
May 11, 2009
May 9, 2011
May 6, 2013
