Article I – Name
Section 1. Name. The name of this organization shall be the League of Women Voters of Newton (hereinafter referred to in these bylaws as “LWVN”). This local league is an integral part of the League of Women Voters of the United States (“LWVUS”) and of the League of Women Voters of Massachusetts (“LWVMA”). (Collectively, the LWVUS, the LWVMA, and the LWVN are hereinafter referred to as the “League of Women Voters” or the “League”.)
Article II – Purpose and Policy
Section 1. Purposes. The purposes of the LWVN are to promote political responsibility through informed and active participation of citizens in government and to act on selected governmental issues.
Section 2. Policy. The LWVN shall not support or oppose any political party or any candidate.
Article III – Membership
Section 1. Eligibility. Any person who subscribes to the purposes and policies of the League shall be eligible for membership.
Section 2. Types of Membership. The membership of the LWVN shall be composed of voting members and associate members.
(a) Voting Members. Persons at least 16 years of age who join the LWVN shall be voting members of LWVN, LWVMA and LWVUS; (1) those who live within Newton may join LWVN or any other local League; (2) those who reside outside the area of Newton may join LWVN or shall be state members-at-large; (3) those who have been members of the League for fifty (50) years or more shall be life members excused from the payment of dues.
(b) Associate Members. All others who join the League shall be associate members.
Article IV – Officers
Section 1. Enumeration and Election of Officers. The officers of the LWVN shall be (1) a president or co-presidents (singularly or collectively hereinafter referred to as “President”), at the discretion of the Nominating Committee (as defined in Article VIII) and the membership; (2) one or more vice-presidents (singularly or collectively hereinafter referred to as “Vice-President”), at the discretion of the Nominating Committee and the membership; (3) a clerk (“Clerk”); and (4) a treasurer (“Treasurer”). In the event the Nominating Committee is unable to identify a person willing to fill the role of President and no nominations for such role are received from the floor at an annual meeting, all as in accordance with Article VIII herein, then the role of President shall be performed by a steering committee until such time as a President can be elected.
Section 2. Term of Office. The officers of the LWVN shall each be elected for terms of one year by the general membership at an annual meeting and shall take office immediately.
Section 3. The President. The President shall preside at all meetings of the organization and of the board of directors. The President shall sign all contracts and other instruments when so directed by 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. The President shall have such usual powers of supervision and management as may pertain to the office of the president and may perform such other duties as may be designated by the board of directors.
Section 4. The Vice-President. The Vice-President shall perform such duties as the President and the board of directors may designate. In the event of the absence, disability or death of the President, the Vice-President, who shall be designated at the first meeting of the board of directors, shall possess all the powers and perform all the duties of that office, until the next annual meeting. In the event that the Vice-President is unable to serve in this capacity, the board of directors shall elect an officer, director, or member to fill the vacancy until the next annual meeting.
Section 5. The Clerk. The Clerk shall record and keep minutes of all business meetings of the LWVN and of all meetings of the board of directors. The Clerk may sign, with the President, all contracts and other instruments when so authorized by the board of directors and shall perform all other duties as may be incident to the office. In the absence of the Clerk from any meeting of the membership or the board of directors, a temporary Clerk designated by the person presiding at the meeting shall record the minutes of the meeting.
Section 6. The Treasurer. The Treasurer shall collect and receive all monies due. The Treasurer shall be the custodian of these monies, shall deposit them in a bank or banks designated by the board of directors, and shall disburse the same only upon order of the board of directors. The Treasurer shall present periodic statements to the board of directors at its regular meetings and an annual report at the annual meeting.
Article V – Board of Directors
Section 1. Number, Manner of Selections and Term of Office. The board of directors shall consist of (1) the officers of the LWVN, (2) no fewer than four and up to ten elected directors, each of whom shall be elected by the general membership at an annual meeting and shall serve for a term of one year, or until their successors have been elected and qualified, and (3) up to ten appointed directors, each of whom shall be appointed from time to time by the elected directors, as they deem necessary to carry on the work of the LWVN and shall serve for a term beginning with their appointment and ending at the conclusion of the next occurring 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 that person is a voting member of the LWVN.
Section 3. Vacancies. Any vacancy occurring on the board of directors other than that of the President may be filled until the next annual meeting by a majority vote of the remaining members of the board of directors. A vacancy in the office of the presidency shall be filled in accordance with Article IV, Section 3 hereof.
Section 4. Absences, Resignation. Three consecutive absences from a board meeting of any member without a valid reason as determined by the President shall be deemed a resignation. An officer or director may resign at any time by giving written notice to the board of directors. For purposes of this Article V, Section 4, notice given by email shall constitute written notice.
Section 5. Powers and Duties. The board of directors shall have full charge of the property and business of the LWVN with full power and authority to manage and conduct the same, subject to the instructions of the general membership. The board of directors 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, creating and designating such committees as it may deem necessary.
Section 6. Conduct of Business.
(a) Regular meetings. There shall be at least nine regular meetings of the board of directors annually.
(b) Special meetings. The President may call special meetings of the board of directors at any time, and the President shall call a special meeting of the board of directors upon the written request of one-third of the members of the board of directors. These meetings shall require at least twenty-four (24) hours notification to each member of the board. No action taken at any special board meeting shall be invalidated because of the failure of any member or members of the board to acknowledge receipt of notice of a special meeting, as long as that notice has been properly transmitted.
(c) Presence Through Electronic Communication. Directors and members may participate in a meeting of the board of directors by means of a conference telephone, any form of electronic communications equipment, and/or internet communication mechanisms, provided that all persons participating in the meeting can communicate with each other at the same time. Participation by such means shall constitute presence in person at a meeting.
(d) Electronic Business. When the President deems it necessary to take action between meetings of the board of directors, the proposed action may be approved by electronic communication by a majority of the board of directors. At the next board meeting, the President shall read the proposed action and the results of the vote into the minutes; no further action will be required by the board of directors.
Section 7. Quorum. A majority of the members of the board of directors then in office shall constitute a quorum.
Article VI – Executive Committee of the Board of Directors
Section 1. Composition. The executive committee shall consist of the officers with the President serving as chairperson. The President may invite to a meeting of the executive committee any person whose presence may be necessary or helpful in carrying out the specific business for which the meeting is called.
Section 2. Powers and Duties. The executive committee shall exercise such power and authority as may be delegated to it by the board of directors from time to time and shall report to the board of directors on all actions taken by it between regular meetings of the board.
Section 3. Meetings. The executive committee shall meet at the discretion of the President.
Article VII – Financial Administration
Section 1. Fiscal Year. The fiscal year of the LWVN shall commence on the first day of July each year and shall end on June 30 of the following year.
Section 2. Dues. Dues shall be payable when joining the LWVN and, thereafter, annually as determined by the board of directors. Any member who fails to pay dues within sixty (60) days, due notice having been given, shall be dropped from the membership rolls.
Section 3. Budget. The board of directors shall submit a budget for the ensuing fiscal year to the annual meeting for adoption. The budget shall provide for support of the LWVUS, the LWVMA, as well as for the LWVN.
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 fiscal year. The proposed budget shall be sent to all members two weeks before the annual meeting. The Treasurer shall be, ex-officio, a member of the budget committee, but shall not be eligible to serve as chair.
Section 5. Financial Review. The books of the organization shall be reviewed prior to each annual meeting by a qualified person or persons who shall be appointed by the board of directors.
Section 6: Dissolution. In the event of a dissolution, for any cause, of the LWVN, after paying or making provision for the payment of all liabilities, all monies and securities which may at the time be owned by or under the absolute control of the LWVN, shall be paid to the LWVMA. All other property of whatever nature, whether real, personal or mixed, which may at the time be owned by or under the control of the LWVN, 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 then board of directors of the LWVN.
Article VIII – Meetings of the Membership
Section 1. Meetings of the Membership. There shall be at least three meetings of the membership each year, one of which may be the annual meeting. The time and place of such meetings shall be determined by the board of directors.
Section 2. Special Meetings of the Membership. A special meeting of the membership shall be called by the Clerk upon the written request of the lesser of either; twenty (20) voting members, or fifteen percent (15%) of the voting members.
Section 3. Annual Meeting. An annual meeting shall be held between May 15 and June 30, the exact date to be determined by the board of directors. The annual meeting shall:
- adopt a local program for the ensuing fiscal year;
- elect officers and directors to the board of directors;
- elect the chair and two members of the succeeding Nominating Committee;
- adopt a budget; and
- transact such other business as may properly come before it.
Section 4. Quorum. For the purposes of voting, ten percent (10%) of the members shall constitute a quorum at all meetings of the membership.
Section 5. Notice. Written notice of any meeting of the membership shall be given ten (10) days in advance. Written notice shall be satisfied by means of regular mail or by electronic communication.
Section 6. Presence Through Electronic Communication. Members may participate in a meeting of the membership by means of a conference telephone, any form of electronic communications equipment, and/or internet communication mechanisms, provided that all persons participating in the meeting can communicate with each other at the same time. Notwithstanding anything to the contrary in the foregoing, the annual meeting shall be held in-person unless the board of directors determines, in its discretion, that an in-person meeting is not feasible. Participation by means of the electronic communication described above shall constitute presence in person at a meeting.
Section 7. Absentee or Proxy Voting. Absentee or proxy voting, whether for a meeting held in-person or through electronic means, shall not be permitted.
Article IX – Nominations and Elections
Section 1. Nominating Committee. The nominating committee (“Nominating Committee”) shall consist of five members. The chair and two members, who shall not be members of the board of directors, shall be elected at the annual meeting. Nominations for these offices shall be made by the current nominating committee. Following the annual meeting, the board of directors shall appoint two of its members to the Nominating Committee. Vacancies shall be filled by appointment by the board of directors.
Section 2. Report of the Nominating Committee. The Nominating Committee shall solicit nominations for directors and officers from the general membership, as well as develop its own list of potential nominees. The report of the Nominating Committee, containing its nominations for officers and directors as well as the chair and two members of the next nominating committee, shall be sent to the members two weeks prior to the annual meeting. The report of the Nominating Committee shall be presented to the members at the annual meeting. Additional nominations may be made from the floor immediately thereafter, provided the consent of the nominee has been obtained.
Section 3. Election. Election to positions filled by vote of the membership at the annual meeting shall be by secret ballot, except that if there is only one nominee for an office, it shall be by voice vote. A majority vote shall constitute election.
Article X – Principles and Program
Section 1. Principles. The principles are concepts of government adopted by the national convention and supported by the League of Women Voters as a whole (hereinafter the “Principles”). They are the authorization for the adoption of national, state, and local programming.
Section 2. Program. The local program of the LWVN shall consist of action to implement the Principles and those governmental issues chosen for concerted study and action (“Local Program”).
Section 3. Procedure. The Local Program shall be adopted according to the following procedures:
- the board of directors shall consider recommendations submitted by the voting members and shall formulate a proposed local program;
- the proposed local program shall be sent to all members two weeks before the annual meeting;
- a majority vote of the members attending the annual meeting shall be required for adoption of items in the proposed local program as presented at the annual meeting by the board of directors;
- recommendations for local programming submitted by voting members but not recommended by the board of directors may be considered by the members at the annual meeting, provided that the members at the annual meeting shall order consideration by a majority vote. A two-thirds vote is required for adoption.
Section 4. Program Changes. Changes in the Local 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 meeting of the members at which any change is to be discussed; and (2) final action by the membership is taken at a succeeding general meeting of the membership where, in the case of a board-recommended change, a majority vote is obtained, or, in the case of a non-board recommended change, a two-thirds vote is obtained.
Section 5. Member Action. Members may act in the name of the LWVN 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 LWVN, the LWVMA, and the LWVUS.
Article XI – National Convention, State Convention and Council
Section 1. National Convention. The board of directors shall select delegates to national convention in the number allotted the LWVN under the provisions of the bylaws of the LWVUS.
Section 2. State Convention. The board of directors shall select delegates to state convention in the number allotted the LWVN under the provisions of the bylaws of the LWVMA.
Section 3. State Council. The board of directors shall select delegates to state council in the number allotted to the LWVN under the provisions of the bylaws of the LWVMA.
Article XII– Parliamentary Authority
Section 1. Parliamentary Authority. The rules contained in the current edition of 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 XIII – Notice
Section 1. Written Notice. Whenever written notice is required to be provided by these bylaws, such notice shall be deemed to have been satisfied by the giving of such notice by regular mail or any form of electronic communication.
Article XIV – Amendments
Section 1. Amendments. These bylaws may be amended by a two-thirds vote of the members attending the annual meeting, provided the amendments were submitted to the membership in writing at least two weeks in advance of the meeting.
Adopted by the League of Women Voters of Newton in May, 1936
Bylaws Restated, Amended, and Approved: May 7, 2009
Bylaws Amended and Approved (Article IV, Section 1): May 27, 2010
Bylaws Amended and Approved (Articles I, II, III): May 30, 2012
Bylaws Amended and Approved (Article VII): May 22, 2014
Bylaws Restated, Amended and Approved: June 14, 2020