Bylaws

The following bylaws were approved at the LWV Boston Annual Meeting on June 20, 2011.

ARTICLE I: NAME

Section 1. The name of this organization shall be the League of Women Voters of Boston. This local League is an integral part of the League of Women Voters of the United States and the League of Women Voters of Massachusetts.

ARTICLE II: PURPOSE AND POLICY

Section 1. PURPOSE — The purpose of the League or Women Voters of Boston shall be to promote political responsibility through informed and active participation of citizens in government.

Section 2. POLICY — The League or Women Voters of Boston may take action on local governmental 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 candidates.

ARTICLE III: MEMBERSHIP

Section 1. HOW COMPOSED — The membership of the League of Women Voters of Boston shall be composed of voting members and associate members. Any person who subscribes to the purpose of the League shall be eligible for membership.

Section 2. TYPES OF MEMBERSHIP — a) voting members shall be citizens of voting age who have paid their dues not less than 10 days before Annual Meeting: b) life members shall be those persons who have maintained membership for fifty consecutive years: c) associate members shall be all other members.

Section 3. MEMBERSHIP LIST — In order to avoid misuse and to protect members from unwanted mail, the League of Women Voters of Boston will not release their membership list to any persons or organizations except with permission of the board of directors.

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, a minimum of four and a maximum of ten elected directors, and not more than ten appointed directors. The terms of the directors shall be staggered. Directors shall be elected by the general membership at each annual meeting and shall serve for a term of two years, or until their successors have been elected and qualified. The elected members shall appoint such additional directors, not exceeding ten, as they deem necessary to carry on the work of the League. The terms of office of the appointed directors shall be one year and shall expire at the conclusion of the next annual meeting. 'The Board of Directors may, by a vote (of a two-thirds majority) of the directors then in office, remove any director for cause. Such cause may include, but not be limited to, continuing absence from board meetings, refusal to prepare requested reports, or lack of cooperation with the board. Prior to the vote, said director shall receive written notification and opportunity to address the Board.

Section 2. QUALIFICATIONS — No person shall be elected or appointed or shall continue to serve as an officer or director of this organization unless she or he is a voting member of the League of Women Voters of Boston.

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.

Section 4. POWERS AND DUTIES — The board of directors shall have full charge of 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 the annual meeting. The board shall create and designate such special committees as it may deem necessary, and shall select delegates to the convention and state council of the League of Women Voters of Massachusetts and to the convention of the League of Women Voters of the United States.

 The board may appoint members to represent the League with other groups and organizations working toward similar goals as the League. The Board shall review such appointments annually. The Board at that time shall also consider if the goals of the League are best served by continuing to send a representative.

Section 5. MEETINGS — There shall be at least nine regular meetings of the board of directors annually. The president(s) 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.

Section 6. QUORUM — A majority of the board of directors shall constitute a quorum.

Section 7. EXECUTIVE COMMITTEE — The duly elected officers of the Board of Directors shall constitute the executive committee to act in emergencies, as determined by the president, between meetings of the board. Any action of the executive committee shall be submitted to the board for approval at its next regular meeting.

ARTICLE V: OFFICERS

Section 1. ENUMERATION AND ELECTION OF OFFICERS — The officers of the League of Women Voters of Boston shall be a president or co-presidents, vice president, secretary and treasurer who shall be elected for terms of two years by the general membership at annual meeting and take office immediately. The president(s) and the secretary shall be elected in odd-numbered years. The vice president and the treasurer shall be elected in even-numbered years.

Section 2. THE PRESIDENT(S) — The president(s) shall preside at all meetings of the organization and of the board of directors. S/he or they may, in the absence or disability of the treasurer, sign or endorse checks, drafts, and notes. S/he or they shall be, ex officio, a member of all committees except the nominating committee. S/he or they shall have such usual powers of supervision and management as may pertain to the office of the president(s) and perform such other duties as the president(s) and board may designate.

Section 3. THE VICE PRESIDENT— The vice president shall, in the event of absence, resignation, disability or death of the president(s), possess all the powers and perform all the duties of that office, until such time as the board of directors shall elect one of its members to fill the vacancy. The vice president shall perform such other duties as the president(s) and board may designate.

Section 4. THE SECRETARY — The secretary shall keep minutes of all meetings of the board of directors and of the annual meeting. S/he shall see to it that a record of all general meetings is filed with the official records of the League. S/he shall notify all officers and directors of their election. S/he shall sign with the president(s), all contracts and other instruments when so authorized and shall perform such other functions as may be incident to her/his office.

Section 5. THE TREASURER — The treasurer shall collect and receive all moneys due. S/he shall be custodian of these moneys, shall deposit them in banks designated by the board of directors, and disburse the same only upon order of the board. S/he shall present statements to the board at their regular meetings and an annual report to the annual meeting.

ARTICLE VI: FINANCIAL ADMINISTRATION

Section 1. FISCAL YEAR — The fiscal year of the League of Women Voters of Boston shall begin on the first day of July in each year and shall end on June 30 of the following year.

Section 2. DUES — The yearly dues rates will be set by the membership at each year’s annual meeting in conjunction with the budgetary responsibilities accorded to annual meeting participants in Article VII. Section 2. Any member who fails to pay her/his dues within three months, with due notice after they become payable, shall be dropped from the membership rolls following review by the board of directors.

Section 3. BUDGET — A budget for the ensuing year shall be submitted by the board of directors to the annual meeting for adoption. 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 treasurer shall not be eligible to serve as chair of the budget committee. The proposed budget shall be sent to all members 10 days prior to the annual meeting.

Section 5. AUDITOR'S REPORT — An auditor's report shall be prepared annually by either an auditor or an auditing committee and the report each year shall be presented at the annual meeting.

ARTICLE VII: MEETINGS

Section 1. GENERAL MEETINGS —There shall be at least two meetings of the membership each year in addition to the annual meeting. Time and place shall be determined by the board of directors.

Section 2. ANNUAL MEETING — An annual meeting shall be held between May 1 and June 30, the exact date to be determined by the board of directors. The annual meeting shall:

a) adopt a local program for the ensuing year

b) elect officers and directors and members of the nominating committee

c) adopt an adequate budget

d) transact such other business as may properly come before it

Section 3. QUORUM — Ten Percent of the membership shall constitute a quorum at all meetings of the League or Women Voters of Boston.

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 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 offices shall be appointed by the board of directors immediately following the annual meeting. The president(s) shall not be eligible to serve as regular or ex-officio member(s) of the nominating committee. Any vacancy on the nominating committee shall be filled by the board of directors. Suggestions for nominations for officers and directors may be sent to this committee by any voting member.

Section 2. REPORT OF NOMINATING COMMITTEEE AND NOMINATIONS 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 10 days 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, providing 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 the secretary may be instructed to cast the ballot for every nominee. A majority vote of those present qualified to vote and voting shall constitute an election. Absentee or proxy voting shall not be permitted.

ARTICLE IX: PROGRAM

Section 1. AUTHORIZATION — The governmental principles adopted by the national convention and supported by the League as a whole, constitute the authorization for adoption of program.

Section 2. PROGRAM — The program of the League of Women Voters of Boston shall consist of local governmental issues chosen by the membership at the annual meeting for study and action. These issues may be either new subjects or subjects on which the membership has reached positions.

Section 3. STANDING COMITTEE ON LEGAL, POLITICAL, AND ECONOMIC STATUS OF WOMEN — It shall be the duty of this committee to study the legal, political, and economic status of women and to secure the enactment of laws to improve such status.

Section 4. 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 the voting members one month prior to the annual meeting and shall formulate a proposed program.

b) The proposed program shall be sent to all members 10 days prior to annual meeting.

c) Changes in the program, in the case of altered conditions, may be made provided that: (1) information concerning the proposed changes have 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.

d) 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 to the annual meeting by the board of directors.

e) Recommendations for program submitted by voting members one month prior to the annual meeting but not recommended by the board of directors may be considered by 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.

ARTICLE X: AMENDMENTS

Section 1. GENERAL — These by-laws may be amended, added to or repealed, in whole or in part, by the vote of two-thirds of the voting members present and voting at the annual meeting, provided the proposed amendments, additions or deletions are submitted to the members in writing at least ten days in advance of the annual meeting.

The bylaws and any subsequent amendments shall take effect upon their passage by a two-thirds majority of members voting at annual meeting.

ARTICLE XI: INDEMNIFICATION

Section 1. GENERAL — The corporation shall indemnify each director and officer against all judgments, fines, settlement payments and expenses, including reasonable attorneys' fees, paid or incurred in connection with any claim, action, suit or proceeding, civil or criminal, to which she/he may be made a part or with which she may be threatened by reason of being or having been a director or officer of the corporation. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may otherwise be entitled and shall inure to the benefit of the executor or administrator of such director of officer.

ARTICLE XII: PARLIAMENTARY AUTHORITY

Section 1. GENERAL —The rules contained in Roberts Rules of Order Revised shall govern the Corporation in all cases to which they are applicable and in which they am not inconsistent with these bylaws.