League of Women Voters^® of Upper Iowa

ARTICLE I

Name

Section 1. Name.

The name of this corporation shall be the League of Women Voters of Upper Iowa (LWVUI). The LWVUI is an integral part of the League of Women Voters of Iowa (LWVIA). The LWVIA is an integral part of the League of Women Voters of the United States (LWVUS).

ARTICLE II

Purpose and Policy

Section 1. Purpose.

The LWVUI, a nonpartisan political organization, encourages informed and active participation in government, works to increase understanding of major public policy issues, and influences public policy through education and advocacy.

Section 2. Policy.

The LWVUI may take action on local, regional, and state governmental measures and policies in the public interest in conformity with the Principles of the LWVIA and LWVUS. The LWVUI 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 LWVUI shall be eligible for membership.

Section 2. Types of Membership.

The membership of the LWVUI shall be composed of voting members and associate members.

1. Voting members. Citizens at least 18 years of age who join the League shall be voting members of the local and state leagues of their place of residence, or any other local League and of the LWVUS:
   1. those who reside outside the area of any local League may join a local League or may be state members-at-large (MAL);
   2. those who have been members for 50 years or more shall be life members excused from the payment of dues.
2. All others who enroll in the League shall be associate members.

ARTICLE IV

Officers

Section 1. a. Enumeration and Election of Officers.

The officers of the LWVUI shall be a president and a vice-president or two co-presidents, a secretary, and a treasurer. The president and vice-president or co-presidents shall be elected at the annual meeting in even numbered years. The secretary and treasurer shall be elected in odd-numbered years. They shall serve two-year terms, beginning immediately following the annual meeting.

Section 1. b.

A decision as to whether there shall be president and vice-presidents or co-presidents in the ensuing year will be determined by the nominating committee.

Section 2. The President.

The president or co-presidents shall preside at all meetings of the organization and of the board of directors unless the president or co-presidents shall designate another person to preside. The president or co-president may, in the absence or disability of the treasurer, sign or endorse checks, drafts, and notes. The president and co-president shall be ex officio, a member of all committees except the nominating committee. The president or co-president shall have such usual powers of supervision and management as may pertain to the office of the president and co-president and perform such other duties as may be designated by the board.

Section 3. The Vice-President or Co-President.

The vice-president or co-president shall, in the event of absence, resignation, disability, or death of the president or other co-president, possess all of the powers and perform all of the duties of that office. In the event that the vice-president or co-president is unable to serve in this capacity, the board of directors shall elect one of its members to fill the vacancy. The vice-president or co-president shall perform such other duties as the president and board may designate.

Section 4. The Secretary.

The secretary shall keep minutes of monthly meetings and meetings of the board of directors, and shall notify 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 duties as the board may designate.

Section 5. The Treasurer.

The treasurer, or a duly appointed assistant, shall collect and receive all monies due. The treasurer shall be the custodian of these monies, and shall deposit them in a bank or banks designated by the board of directors. The treasurer shall present quarterly and annual statements to the board at its regular meetings and a year-to-date report to the convention. The treasurer shall be responsible for all state and federal tax compliance. The books of the treasurer shall be audited annually by a three-member committee, after the close of the fiscal year. The report shall be presented at the annual meeting.

ARTICLE V

Board of Directors

Section 1. Number, Manner of Selection, and Term of Office.

The board of directors shall consist of the officers of the LWVUI, two elected directors and not more than three appointed directors. Of the two elected directors, one shall be elected on odd-numbered years and one in even-numbered years. They shall be elected at the LWVUI annual meeting and shall serve two-year terms beginning immediately following the annual meeting. The elected members of the board of directors shall appoint such additional directors as they deem necessary, not exceeding three. Terms of office for appointed directors shall be one year.

Section 2. Qualifications.

No person shall be elected or appointed or shall continue to serve as an officer or director of this corporation unless that person is a member of the LWVUI.

Section 3. Vacancies.

Any vacancy other than in the office of the president may be filled for the duration of the term by a majority vote of the membership. However, the nominating committee shall be directed to nominate a person to fill the unexpired term of office, if any, as a part of its nominating report to the annual meeting.

Section 4. Powers and Duties.

The Board of Directors shall have full charge of the property and business of the corporation with full power and authority to manage and conduct the same, subject to the instructions of the annual meeting and membership. The board, or the executive committee between board meetings, shall approve expenditures monthly. The board shall plan and direct the work necessary to carry out the program on state governmental matters as adopted by the membership. It shall accept responsibility delegated to it by the board of directors of LWVIA. The board may create and designate an executive committee and other such special committees, as it may deem necessary.

Section 5. Regular Meetings.

There shall be at least four regular meetings of the board of directors annually. The president shall notify each member of the board of directors of all regular meetings giving the date, time and place, at least one week in advance. 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.

Section 6. Special Meetings.

The president may call special meetings of the board of directors, and shall call a special meeting upon the written request of three members of the board. Members of the board shall be notified of the time and place of special meetings at least six days prior to such a meeting.

Section 7. Quorum.

A majority of the members of the board of directors shall constitute a quorum.

ARTICLE VI

Financial Administration

Section 1. Fiscal Year.

The fiscal year of the LWVUI shall be from July 1 to June 30 of each year.

Section 2. Dues.

The dues for the ensuing year shall be submitted by the Board of Directors to the annual meeting for adoption.

Section 3. Budget.

The Board of Directors shall submit a budget for the ensuing year 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 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.

Section 5. Distribution of Funds on Dissolution.

In the event of the dissolution of the LWVUI, all moneys and securities which may at the time be owned by or under the control of the LWVUI shall be paid to the LWVIA after the state and national per member payments and other obligations have been met. All other property of whatsoever nature, whether real, personal, or mixed which may at the time be owned or under the control of the LWVUI shall be disposed of to such person, organization, or corporation for such public, charitable or educational use and purposes as the board in its absolute discretion may designate.

ARTICLE VII

Meetings

Section 1. Membership Meetings.

There shall be at least one meeting of the membership each year. The Board of Directors shall determine time and place.

Section 2. Annual Meeting.

An annual meeting shall be held between March 1 and April 30 of each year. The annual meeting shall do the following:

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

Section 3. Quorum.

One quarter of the membership shall constitute a quorum at the annual meeting of the LWVUI.

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 chair and one member, who shall not be members of the Board of Directors, shall be elected at the annual meeting. The Board of Directors shall fill any vacancy on the Nominating Committee. Any voting member may send suggestions for nominations for Officers or Directors to this committee.

Section 2. Report of the Nominating Committee 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 one month before the date of the annual meeting. The report of the Nominating Committee shall be presented to the annual meeting. Immediately following the presentation of this report, any voting member, provided the consent of the nominee shall have been secured may make nominations from the floor.

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 the adoption of the program.

Section 2. Program.

The program of the LWVUI shall consist of the following:

1. Action to implement League principles
2. 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:

1. The membership shall consider the recommendations suggested by the Board of Directors and by the voting members before or at the annual meeting and shall formulate a proposed program. The members shall vote at the Annual Meeting to decide the program for the following year. The program shall be decided by a majority vote of the members.
2. 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 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 LWV only when authorized to do so by the proper League Board of Directors.

ARTICLE X

National Convention, State Convention and State Council

Section 1. National Convention.

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 the LWVUI 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 LWVUI under the provisions of the Bylaws of the LWVIA.

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 LWVUI under the provisions of the Bylaws of the LWVIA.

ARTICLE XI

Parliamentary Authority

Section 1. Parliamentary Authority.

The rules contained in Roberts' Rules of Order, Revised, shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

ARTICLE XII

Amendments

Section 1. Amendments.

These Bylaws may be amended by a two-thirds vote of the voting members present and voting at the annual meeting or at a special meeting properly called, provided the amendments were submitted to the membership in writing at least one month in advance of the meeting.