LEAGUE OF WOMEN VOTERS OF VIRGINIA BYLAWS

As amended: June 2, 2013 and June 18, 2016 (pursuant to LWVUS action)

ARTICLE I. Name and Office

Sec. 1. Name. The name of this organization shall be

League of Women Voters of Virginia, hereinafter referred

to in these bylaws as LWV-VA, or, as the state League.

This state League is an integral part of the League of

Women Voters of the United States, hereinafter referred to

in these bylaws as LWVUS.

Sec. 2. Office. The principal office of the LWV-VA shall

be at such place as the board of directors shall determine.

ARTICLE II. Purposes and Policy

Sec. 1. Purposes. The purposes of the LWV-VA are to

promote political responsibility through informed and

active participation in government and to act on selected

governmental issues.

Sec. 2. Political Policy. The League shall not support or

oppose any political party or any candidate.

ARTICLE III. Membership

Sec. 1. Eligibility. Any person who subscribes to the

purposes and policy of the League shall be eligible for

membership.

Sec. 2. Types of Membership.

a. Voting Members. Persons at least 16 years of age who

join the League shall be voting members of local Leagues,

the state League and the LWVUS;

(1) those who live within an area of a local League may

join that League or any other local League; (2) those who

reside outside the area of any local League may join a local

League or shall be state members-at-large;

(3) those who have been members of the League for 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

Sec. 1. Election, Qualifications and Term. The officers

of the LWV-VA shall be a president, or co-presidents, and

a first vice-president, a second vice-president, a secretary,

and a treasurer who shall be voting members of the LWV-

VA. They shall be elected by the convention. They shall

take office on July 1 following convention and shall serve

for two years or until their successors have been elected

and qualified.

Sec. 2. The President. The president or co-presidents shall

have such powers of supervision and management as

customarily pertain to the office; shall preside at all

meetings of the organization and of the board of directors

or designate another person to do so; shall be, ex officio, a

member of all committees except the nominating

committee; shall appoint an elected member of the board to

sign with the president, all contracts and other such

instruments when so authorized by the board; may, in the

absence or disability of the treasurer, sign or endorse

checks, drafts and notes; and shall perform such other

duties as the board may designate. The office of the

president may be filled by two persons, to be called co-

presidents. Thus the term president shall refer to either a

president or two co-presidents in these bylaws.

Sec. 3. The Vice-Presidents. The two vice-presidents, in

the order of their rank, shall, in the event of the absence,

disability, resignation 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 board of directors shall fill the vacancy from

among the elected directors. The vice-presidents shall

perform such other duties as the president and board may

designate.

Sec. 4. The Secretary. The secretary shall keep or cause

to be kept minutes of convention, council and of meetings--

whether in-person or electronic--of the board of directors

and executive committee and present them to the board for

approval at its next meeting. The secretary shall notify all

officers and directors of their election. The secretary shall

perform such other duties as customarily pertain to the

office.

Sec. 5. The Treasurer. The treasurer, or a duly appointed

assistant, shall collect and deposit all moneys received. The

treasurer shall be the custodian of these moneys, shall

deposit them in financial institutions designated by the

board of directors, and shall disburse the same in accord

with the adopted budget or upon order of the board of

directors. The treasurer shall present periodic statements to

the board at its regular meetings and an annual report to the

convention or council. The books of the treasurer shall be

reviewed when a new treasurer takes office and no less

frequently than biennially and a report presented to the

board at its next meeting.

Sec. 6. Transfers of Property. With prior approval of the

board, either the president or the treasurer shall have the

authority to assign, endorse, transfer and deliver, in the

name and in behalf of the LWV-VA, any certificate of

stock, bond, note or other security or property belonging to

the League.

ARTICLE V. Board of Directors

Sec. 1. Selection, Qualifications and Term. The board of

directors shall consist of the officers of the LWV-VA, six

directors elected by the convention and not more than six

directors appointed by the elected members of the board.

All directors shall be voting members of the LWV-VA.

The elected directors shall take office on July 1 following

the convention and serve for two years or until their

successors have been elected and qualified. The term of

office of the appointed directors shall expire concurrently

with that of the elected directors.

Sec. 2. Vacancies. Vacancies other than the presidency

may be filled, until the next convention, by vote of the

remaining members of the board.

Sec. 3. Powers.

a. 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 convention.

b. The board shall plan and direct the work necessary to

carry out the program on state governmental matters as

adopted by the convention and/or council.

c. The board shall accept responsibility delegated to it by

the board of directors of the LWVUS for the organization

and development of local Leagues; guidance of and

cooperation with Inter-League Organizations (hereinafter

referred to in these bylaws as ILOs); promotion of League

program; financial development; and such other matters as

the national board may delegate to it. It may form member-

at-large units where circumstances dictate such

organization and shall adopt rules and procedures for the

formation and operation of such units.

d. The board shall have the power to appoint off-board

chairs with organization or program portfolios; to create

such special committees as it deems necessary; and shall

perform such other duties as are specified in these bylaws.

Sec. 4. Regular Meetings. There shall be at least four

regular meetings of the board of directors annually. A

minimum of two of these shall be in- person meetings.

Notice of the time and place of the meeting shall be given

by mail or electronic communication at least two weeks

before the meeting. No action taken at any regular board

meeting attended by three fourths of the members of the

board shall be invalidated because of the failure of any

member or members of the board to receive any notice

properly sent or because of any irregularity in any notice

actually received. More than three unexcused absences in

one fiscal year shall constitute a resignation.

Sec. 5. Special Meetings. The president 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. Notice of the time and place of the special meeting

shall be given at least six days before the meeting,

provided, however, that during a convention the president

may, or upon the request of five members of the board

shall, call a special meeting by handing the members of the

board a written notice of the time and place of said

meeting.

Sec. 6. Quorum. A majority of the members of the board

shall constitute a quorum. Up to one quarter of the

members of the board may participate in an in-person

meeting by means of conference telephone or by any means

of communication by which all persons participating in the

meeting are able to hear or communicate electronically with

one another. Participation by such means shall constitute

presence in person at a meeting.

Sec. 7. Executive Committee. An executive committee

composed of the president or co-presidents, the vice

presidents, the secretary and the treasurer shall make

decisions between regular board meetings on matters that

require immediate attention. The committee shall exercise

such power and authority as may be delegated to it by the

state board and shall keep minutes and report to the board

at its next meeting on all actions taken.

Sec 8. Electronic Meetings. Regular and special

meetings of the board of directors and executive committee

may be conducted by electronic means, such as telephone

conference calls, video conferencing, or e-mail.

ARTICLE VI. Local Leagues, ILOs and

Member-at-Large Units

Sec. 1. Local Leagues.

a. Local Leagues are those Leagues within the

Commonwealth of Virginia that have been so recognized

by the LWVUS.

b. The state board has responsibility for the establishment

of new Leagues and shall recommend to the national board

that it grant recognition as a local League to any group of

members of the League in any community within the state

in which no local League exists, provided the group fulfills

state and national requirements.

c. In the event of recurrent failure of a local League to

fulfill these requirements, the state board shall recommend

to the national board that it withdraw recognition from the

local League. All funds held by a local League from which

recognition has been withdrawn shall be paid to the LWV-

VA after the national per member payment and other

obligations have been met.

Sec. 2. Inter-League Organizations (ILOs).

a. Members enrolled in local Leagues may organize ILOs

in order to promote the purposes of the League and to take

action on county, metropolitan or regional governmental

matters.

b. The state board shall recommend to the national board

that such an ILO be recognized provided requirements

adopted by the national convention have been fulfilled. In

the event of recurrent failure of an ILO to fulfill these

requirements, the state board shall recommend to the

national board that it withdraw recognition from the ILO.

All funds held by an ILO from which recognition has been

withdrawn shall be prorated among the member Leagues.

Sec. 3. Member-at-Large Units.

a. The state board may authorize the establishment of

member-at-large units in communities where circumstances

dictate such organization. Member-at-large units shall

fulfill state League requirements.

b. In the event of recurrent failure of a member-at-large

unit to fulfill these requirements, the state board may

withdraw recognition from the unit. All funds held by a

member-at-large unit from which recognition has been

withdrawn shall be paid to the state League after other

obligations have been met.

ARTICLE VII. Convention

Sec. 1. Place, Date, and Call. A convention of the LWV-

VA shall be held biennially in the odd-numbered years at a

time and place to be determined by the board of directors.

A first call to convention shall be sent to the presidents of

local Leagues and ILOs and to the chairs of member-at-

large units at least six weeks before the date fixed in said

call. Thereafter the board may advance or postpone the

opening date of the convention by not more than two

weeks. A final call giving the exact time and place of the

convention shall be sent to the presidents of local Leagues

and ILOs and to the chairs of member-at-large units at least

thirty days before convention.

Sec. 2. Composition. The convention shall consist of:

a. delegates chosen by the members of local Leagues in the

number provided in Sec. 4 of this Article;

b. the presidents of local Leagues and chairs of member-at-

large units or an alternate in the event the president or chair

is unable to attend;

c. the members of the board of directors of the LWV-VA;

d. LWV-VA off-board committee chairs with portfolio; and

e. one delegate chosen by the board of each ILO.

Sec. 3. Delegates' Qualifications and Voting. All

delegates shall be voting members of the League. No

delegate shall be entitled to more than one vote and

absentee or proxy voting shall not be permitted. Delegates

of local Leagues that have failed to make a reasonable

effort to meet the fiscal year’s per member payment to the

LWV-VA shall be denied voting privileges. The

convention shall be the sole judge of whether a delegate is

qualified to vote.

Sec. 4. Representation. The members of the LWV-VA

who are organized into local Leagues or member-at-large

units in the Commonwealth of Virginia shall be entitled to

voting representation in the convention as follows: the

members in each local League or member-at-large unit shall

be entitled to two delegates; when a local League

membership reaches 25 voting members, it shall be entitled

to one additional delegate; thereafter one additional

delegate shall be authorized for each additional twenty-five

voting members or major fraction thereof belonging to said

local League. The official membership count shall be

determined by national office records of voting members as

reported to the national office in the membership count of

the year in which the convention is held.

Sec. 5. Powers. The convention shall consider and

authorize for action a program; elect officers and directors,

the chair and two members of the nominating committee;

adopt a budget for the next fiscal year; give guidance to the

board on program and methods of work; and transact such

other business as may properly come before it.

Sec. 6. Quorum. Thirty percent of the possible number of

voting delegates other than the members of the state

board shall constitute a quorum provided that a majority of

local Leagues are represented.

ARTICLE VIII. Council

Sec. 1. Place, Date and Call. A meeting of the council

shall be held biennially, approximately twelve months after

each convention at a time and place to be determined by the

board of directors. A formal call giving the exact time and

place of the council shall be sent to the presidents of local

Leagues and ILOs and to the chairs of member-at-large

units at least six weeks before a council meeting. In the

event of an emergency, the board may call a special council

meeting.

Sec. 2. Composition. The council shall consist of the

presidents of local Leagues and the chairs of member-at-

large units or an alternate in the event the president or chair

is unable to attend; one delegate chosen by each local

League and member-at-large unit; the members of the state

board; and one delegate chosen by the board of each ILO.

Sec. 3. Delegates' Qualifications and Voting. All

delegates shall be voting members of the League.

Delegates of local Leagues that have failed to make a

reasonable effort to meet the fiscal year’s per member

payment to the LWV-VA shall be denied voting privileges.

The council shall be the sole judge of whether a delegate is

qualified to vote.

Sec. 4. Powers. The council shall give guidance to the

board on program and methods of work; adopt changes in

the program, if recommended by the board, following the

procedures described in Article X; adopt a budget for the

next fiscal year; and transact such other business as may

properly come before it.

Sec. 5. Quorum. Ten delegates, other than the members of

the state board, shall constitute a quorum provided that a

majority of local Leagues are represented.

ARTICLE IX. Nominations and Elections

Sec. 1. Nominating Committee. The nominating

committee shall consist of five members, of whom three

shall not be members of the state board. The three to be

elected by the convention shall include the chair. Promptly

after convention, the board shall appoint two of its

members to the committee. Vacancies shall be filled by

appointment by the board.

Sec. 2. Suggestions for Nominations. The nominating

committee shall request suggestions for nominations

through the president of each local League and ILO and

chair of each member-at-large unit by advising them of the

offices to be filled and the address to which suggestions are

to be sent. Any LWV-VA member may submit suggestions

to the nominating committee.

Sec. 3. Report of Nominating Committee. The report of

the nominating committee containing its nominations for

officers, directors and the chair and two members of the

next nominating committee shall be sent to the presidents of

local Leagues and ILOs and to the chairs of Member-at-

Large Units at least four weeks before convention. The

report of the nominating committee shall be presented to

the convention at its first session. Nominations may be

made from the floor immediately thereafter, provided the

consent of the nominee has been obtained.

Sec. 4. Election. The election shall be the responsibility of

an election committee appointed by the president at the first

session of the convention. Election shall be by ballot

except that if there is only one nominee for an office it shall

be by voice vote. A majority vote shall constitute an

election.

ARTICLE X. Principles and Program

Sec. 1. Principles. The governmental Principles adopted

by the national convention and supported by the League as

a whole constitute the authorization for the adoption of

program.

Sec. 2. Program. The program of the LWV-VA shall

consist of action to implement the Principles and those state

governmental issues chosen for concerted study or

concurrence and action by the convention or, if

recommended by the board, the council. Information on

governmental issues designed for member information and

education may be prepared and disseminated by the board

at any time.

Sec 3. Program Adoption.

a. LWV-VA committees and task forces, local League

boards, and voting members of the LWV-VA may make

recommendations for new issues for study, amendment or

elimination of current LWV-VA positions, or concurrence

with a new support position. Recommendations must be

submitted to the state board at least three months before

convention or council.

b. Any such League board, LWV-VA study committee,

task force or voting member shall send to the board

accompanying background information on the issue

proposed for study, concurrence, amendment or action,

including the timing, need and importance of the issue for

study or action, and the rationale for seeking the proposed

form of obtaining member agreement.

c. The board shall consider all properly submitted

recommendations and formulate a proposed program,

which shall be sent to the presidents of local Leagues and

ILOs and to the chairs of member-at-large units at least four

weeks before convention or, if the board recommends, the

council.

d. The convention or council shall adopt or amend the

program proposed by the board by a majority vote of those

present and voting.

e. A program recommendation properly submitted by the

deadline but not proposed by the board may be adopted by

the convention only if its consideration is ordered by a

majority vote of the convention and the proposal receives

approval by a three-fifths vote of the convention delegates

present and voting at a subsequent session of the same

meeting.

Sec. 4. LWV-VA Program Support Positions. After the

LWV-VA board approves new or amended positions for

inclusion in LWV-VA program, they become the LWV-

VA’s positions and the basis for action on the issue.

Changes to the positions may be made by the convention or

council according to the procedures and limitations

described in this Article.

Sec. 5. Program Action. Local Leagues may act only in

conformity with, not contrary to, the positions taken by the

LWVUS or the LWV-VA. Action on state governmental

matters on the basis of local positions should be undertaken

only after consultation with the state board. Members may

act in the name of the LWV-VA only when authorized to

do so by the state board.

ARTICLE XI. National Convention and

Council

Sec. 1. National League Convention. The state board, at

a meeting before the date on which names of delegates must

be sent to the national office, shall elect delegates to

national convention in the number allotted the LWV-VA

under the provisions of the LWVUS bylaws.

Sec. 2. National League Council. The state board, at a

meeting before the date on which names of delegates must

be sent to the national office, shall elect delegates to

national council in the number allotted the LWV-VA under

the provisions of the LWVUS bylaws.

ARTICLE XII. Financial Administration

Sec. 1. Fiscal Year. The fiscal year of the LWV-VA shall

be from July 1 through June 30 of the subsequent year.

Sec. 2. Financial Support.

a. Financial responsibility for the work of the League

as a whole shall be assumed annually by local Leagues.

b. Members of local Leagues shall pay annual dues to

the local League. Each local League shall make a per

member payment directly to the LWV-VA, the amount

of such payment to be determined by the convention or

council. When two or more 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. A local League

shall be excused from making a per member payment

for life members.

c. Members-at-large shall pay annual dues to the

LWV-VA, the amount to be determined by the state

board. The LWV-VA shall make a per member

payment to the LWVUS for members-at-large.

Sec. 3. Budget. The board of directors shall submit to the

convention and council for adoption a budget for the next

fiscal year, specifying the per member payment rate. A

copy of the budget shall be sent to the presidents of local

Leagues and ILOs and to the chairs of member-at-large

units at least four weeks before the convention or council.

A budget shall be adopted by a majority vote of the

convention or council.

Sec. 4. Budget Committee. The budget shall be prepared

by a committee that shall be appointed by the state board

for that purpose at least three months before 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. 5. Distribution of Funds on Dissolution. In the event

of the dissolution of the LWV-VA, all moneys and

securities that may at the time be owned by or under the

absolute control of the LWV-VA shall be paid to the LWV-

VA Education Fund after the state board has paid or made

provisions for payment of all the liabilities of the LWV-

VA. All other property of whatsoever nature, whether real,

personal, or mixed that may at the time be owned by or

under the control of the LWV-VA 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 the board of directors in its absolute

discretion may designate.

ARTICLE XIII. 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 XIV. Amendments

These bylaws may be amended at any convention or

council by a two-thirds vote provided that the proposed

amendment was submitted to the state board at least three

months before convention by a local League board or was

proposed by the state board. The state board shall send all

such proposed amendments to the presidents of local

Leagues and ILOs and to the chairs of member-at-large

units at least four weeks before the convention or council at

which they will be considered.