BYLAWS, LWV OF LEBANON COUNTY

ARTICLE I—NAME

The name of this organization shall be the League of Women Voters of Lebanon County, hereinafter referred to in these bylaws as the LWV of Lebanon County.  This local league is an integral part of the League of Women Voters of the United States and the League of Women Voters of Pennsylvania, hereinafter referred to as the LWVUS and LWVPA, respectively, in these bylaws.

ARTICLE II—PURPOSE AND POLICY

Section 1.  Purpose.  The purposes of the LVW of Lebanon County are to promote political responsibility through informed and active participation of citizens in government and to act on selected governmental issues.

Section 2.  Political Policy.  The LWV of Lebanon County 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 policy of the LWVUS shall be eligible for membership.

Section 2.  Types of Membership.  The membership of the LWV of Lebanon County shall consist of the following categories:

A.       Voting Member.  A citizen, at least 18 years of age, residing within Lebanon County, Pennsylvania, who is a member of the LWVUS;

B.      B.  Associate Member.  All others who join the LWV of Lebanon County who do not meet the criteria listed in Section 2. A., above, shall be associate members.

 ARTICLE IV—OFFICERS

Section 1.  Election, Qualifications and Term.  The officers of the LWV of Lebanon County shall be a president, a vice-president, a secretary and a treasurer.  They shall be voting members of the LWV of Lebanon County and shall be elected for terms of two years by the general membership at an Annual Meeting and take office immediately.

The president and secretary shall be elected in odd-numbered years.  The vice-president and treasurer shall be elected in even-numbered years.

Section 2.  The President.  The president shall have such powers of supervision and management as customarily pertain to the office; shall preside at all meetings of the organization and the Board of designate another person to do so; shall be, ex-officio, a members of all committees except the Nominating Committee; may sign or endorse checks, drafts and notes in the absence of the treasurer; and shall perform such other duties as the Board may direct.

In the event of the absence, disability, resignation or death of the president, the vice-president shall assume the office for the remainder of the president’s term.  If the vice-president is unable to serve as president, the Board shall fill the vacancy from among the elected directors.

Section 3.  The Vice-President.  The vice-president shall perform such duties as the president and the Board shall direct.

Section 4.  The Secretary.  The secretary shall keep minutes of the business of the LWV of Lebanon County and of all meeting of the Board of Directors.

The secretary notifies all officers and directors of their election.  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 moneys due.  The treasurer is the custodian of these moneys and shall deposit them in a bank designated by the Board of Directors, and shall disburse the same only upon order of the Board.  The treasurer shall present statements to the Board at their regular meetings and provide an annual report to the general membership at the Annual Meeting.

Section 6.  Co-Presidents.  In the event that the Nominating Committee is unable to secure the nomination of one member for the office of president, two members can be nominated to serve as co-presidents.  The two nominees shall be voting members of the LWV of Lebanon County and shall be elected for terms of two years by the general membership at an Annual Meeting and take office immediately.

The election of co-presidents shall take place in odd-numbered years. 

The co-presidents will share the powers and duties of the office of president between them.  One co-president shall be the administrative co-president, per the direction of the Board of Directors, and have the responsibility to preside at all meeting of the organization and the Board or designate the other co-president to do so; shall be ex-officio, a member of all committees except the Nominating Committee; may sign or endorse checks, drafts and notes in the absence of the treasurer; and shall perform other duties as the Board may direct.

One co-president shall be the program and action co-president per the direction of the Board of Directors, and have the responsibility of coordinating the program of the organization; assisting in the planning and presenting of membership and unit meetings; shall be, ex officio, a member of all committees except the Nominating Committee; direct action activities for the organization; and shall perform other duties as the Board may direct.

In the event or the absence, disability, resignation or death of one of the co-presidents, the other co-president will assume all the duties of president for the remainder of his or her term of office.  If the co-president is unable to assume the office of president, then the vice-president shall assume the office of president for the remainder of the co-president’s term.  If the vice-president is unable to serve as president, the Board shall fill the vacancy from among the elected directors.

Section 7.  Personal Liability of Officers.  An officer of the LWV of Lebanon County shall not be personally liable for monetary damages as such for any action taken, or any failure to take action, unless:

1.        The officer has breached or failed to perform the duties of his/her office in good faith, in a manner in which he/she reasonably believes to be in the best interest of the organization, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances; and

2.       The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

The provisions of this section shall not apply to the responsibility or liability of an officer pursuant to any criminal statute; or the liability of an officer for the payment of local, state or federal taxes.

ARTICLE V—BOARD OF DIRECTORS

Section 1.  Selection, Qualifications and Term.  The Board of Directors shall consist of the officers of the LWV of Lebanon County, four (4) elected directors and not more than four (4) appointed directors.

The terms of elected directors shall be staggered. Two (2) directors shall be elected by the general membership at each Annual Meeting and shall serve for a term of two (2) years, or until their successors have been elected and qualified.

The elected members of the Board shall appoint such additional directors, not exceeding four (4), as they deem necessary to carry out the work of the LWV of Lebanon County.  The terms of office for the appointed directors shall be one (1) year and shall expire at the conclusion of the next Annual Meeting.

No persons shall be elected or appointed or shall continue to serve as an officer or director of the organization unless he or she is a voting member as defined under Article III. Section 2.

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 (3) consecutive absences from Board meetings of any member without a valid reason shall be deemed a resignation.

Section 2.  Powers.  The Board 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.

The Board shall plan and direct the work necessary to carry out the programs adopted by the LWVUS, the LWVPA and the general membership at the Annual Meeting.

The Board shall create and designate such special committees as it may deem necessary to conduct the business of the organization.

Section 3.  Meetings.  There shall be at least four [4] regular meetings of the Board annually.  The president, or designee, shall notify each member of the Board of all regular meetings.

The president may call special meetings of the Board of Directors and shall call a special meeting upon the written request of five (5) members of the Board.

Section 4.  Quorum.  A majority of the members of the Board of Directors shall constitute a quorum for the purposes of conducting the business of the organization.

Section 5.  Executive Committee.  There shall be an Executive Committee composed of the four (4) officers.  They shall have the power to act on matters arising between the regular or special meetings of the Board, and their action much be presented to the Board of Directors for approval at its next regular meeting.

Section 6.  Co-Presidents.  When the LWV of Lebanon County has duly-elected co-president to serve as elected officers, the Board of Directors shall consist of the two (2) co-presidents, the vice-president, the secretary, the treasurer, four (4) elected directors and not more than four (4) appointed directors.

The Executive Committee, when the organization has duly-elected co-presidents, shall consist of the five (5) elected officers.

The duties and powers of the Board of Directors and the Executive Committee shall be the same as outlined in this Article when elected co-presidents are I office.

Section 7.  Personal Liability of Directors.  A director of the LWV of Lebanon County shall not be personally liable for monetary damages as such for any action taken, or any failure to take action, unless:

1.        The director has breached or failed to perform the duties of his/her office in good faith, in a manner in which he/she reasonably believes to be in the best interest of the organization, and with such care, including reasonable inquire, skill and diligence, as a person of ordinary prudence would use under similar circumstances, and

2.       The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

The provisions of this section shall not apply to the responsibility or liability of a director pursuant to any criminal statue; or the liability of a director for the payment of local, state or federal taxes.

ARTICLE VI—FINANCIAL ADMINISTRATION

Section 1.  Fiscal Year.  The fiscal year of the LWV of Lebanon Count shall commence on the first day of July each year.

Section 2.  Dues.  Annual dues shall be payable during the month of May.  Any member who fails to pay dues by June 30shall be dropped from the membership rolls.

Any change in dues must be approved by a majority vote of the members present and voting at the Annual Meeting.

When two (2) members reside at the same address in a common household, their combined dues shall equal one and one-half (1 ½) times the determined annual dues for one member.

Section 3.  Budget.  A budget for the ensuing year shall be submitted by the Board of Directors to the general membership at the Annual Meeting for adoption.  The budget shall include support for the work of the programs adopted by the LWVUS, the LWVPA and the LWV of Lebanon County.

Section 4.  Budget Committee.  A Budget Committee shall be appointed by the Board of Directors at least two (2) months prior to the Annual Meeting to prepare a budget for the ensuing year.

The proposed budget shall be sent to all members one (1) month before the Annual Meeting.

The treasurer shall not be eligible to serve as chair of the Budget Committee.

Section 5.  Audit.  An Audit Committee shall be appointed by the Board of Directors to review and verify the collection and distribution of all moneys.

The report of the Audit Committee shall be sent to all members within two (2) months of the closing of a fiscal year.  The treasurer and immediate-past treasurer shall not be eligible to serve on the Audit Committee.

Section 6.  Distribution of Funds on Dissolution.  In the event of dissolution for any cause of the LWV of Lebanon County, all moneys and securities owned by the said League shall be paid to the LWVPA.

ARTICLE VII—MEETINGS

Section 1.  Membership Meetings.  There shall be at least four (4) meetings of the membership each year.  Time and place shall be determined by the Board of Directors.

Section 2.  Annual Meeting.  An Annual Meeting shall be held between during the month of June, the exact date to be determined by the Board of Directors.

The Annual Meeting shall: 

1.        Adopt a Local Program for the ensuing year;

2.       Elect officers and directors and members of the Nominating Committee;

3.       Adopt an adequate budget; and

4.       Transact such other business as may properly come before it.

Section 3.  Quorum.  Ten (10) voting members shall constitute a quorum at all business meetings of the LWV of Lebanon County.

ARTICLE VIII—NOMINATIONS AND ELECTIONS

Section 1.  Nominating Committee.  The Nominating Committee shall consist of three (3) members, one (1) of whom shall be a member of the Board of Directors.

The Chair and one (1) member, who shall not be a member of the Board, shall be elected at the Annual Meeting.  Nominations for these officers shall be made by the current Nominating Committee.  The other members 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 of Directors.

Suggestions for nominations for officers and directors may be sent to this committee by any voting member of the organization.

Section2.  Report of the Nominating Committee and Nominations from the Floor.  The report of the Nominating Committee of its nominations for offices, directors and the members of the succeeding Nominating Committee shall be sent to all members one (1) month before the date of the Annual Meeting.

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 voting member provided the consent of the nominee shall have been secured.

Section 3.  Elections.  The elections 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 qualified to vote and voting shall constitute an election.  Absentee or proxy voting shall not be permitted.

ARTICLE IX—PRINCIPLES AND PROGRAM

Section 1.  Principles.  The Principles are concepts of government support by the LWVUS and are the authorization for adoption of national, state and local program.  They may be amended by the National Convention of the LWVUS.

Section 2.  Program.  The Program of the LWV of Lebanon County shall consist of action to implement the Principles and Program of the LWVUS, the LWVPA and those local governmental issues chosen for concerted study and action.

Section 3.  Action at the Annual Meeting.  The membership present at the Annual Meeting shall adopt a Program for the ensuing year.

The Program submitted to the membership for consideration and vote shall be developed and presented through the use of the following procedures:

A.    The Board of Directors shall consider the recommendations sent in by the voting members two (2) months prior to the Annual Meeting and shall formulate a proposed Program;

B.   The proposed Program shall be sent to all members one (1) month before the Annual Meeting; and

C.   To adopt a non-recommended program requires a majority vote at the Annual Meeting.

A majority vote of the 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.

Section 4.  Changes in Program.  Changes in the 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 (2) 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 5.  Member Action.  Members may act in the name of the LWV of Lebanon County only when authorized to do so by the proper Board of Directors.

Section 6.  Board Action.  The Board of Directors of the LWV of Lebanon County may act on state program only in conformity with the positions taken by the LWVPA and the LWVUS.  Action taken on local program shall be consistent with the Statement of Policy for Local Leagues in Pennsylvania as adopted at the LWVPA Convention and Council.

ARTICLE X—NATIONAL CONVENTION, STATE CONVENTION AND COUNCIL

Section 1.  National Convention, LWVUS.  The Board of Directors, at a meeting before the date on which the names of delegates must be sent to the national office of the LWVUS, shall select delegates to that Convention in the number allotted by the LWV of Lebanon County 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 the LWV of Lebanon County under the provisions of the Bylaws of the LWVPA.

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 the LWV of Lebanon County under the provisions of the Bylaws of the LWVPA.

ARTICLE XI—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 not inconsistent with these bylaws.

ARTICLE XII.  AMENDMENTS

These bylaws may be amended by a two-thirds (2/3) vote of the voting members present and voting at the Annual Meeting, provided that the amendments were submitted to the membership in writing at least one (1) month in advance of the Annual Meeting.

Amended:

                April 24, 1979

                April 28, 1981

                April 22, 1987

                September 12, 1989

                April 10, 1990

                May 14, 1991

                June 16, 2009