League of Women Voters of Greater Omaha Bylaws

ARTICLE I Name

BYLAWS OF THE LEAGUE OF WOMEN VOTERS OF GREATER OMAHA, INC.

Sec. 1. Name. The name of this organization shall be the League of Women Voters of Greater Omaha, hereinafter referred to in these bylaws as LWVGO, or as the League. This local League is an integral part of the League of Women Voters of the United States, hereinafter referred to in these bylaws as LWVUS, and of the League of Women Voters of Nebraska, hereinafter referred to as LWVNE.

ARTICLE II Purpose and Policy

Sec. 1. Purposes. The purposes of the LWVGO are to promote voter registration, voter education, and general civic responsibility through informed and active participation of citizens in government.

Sec. 2. Policies. (a) Political Policy. The League shall not support or oppose any political party or any candidate. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. (b) Diversity, Equity and Inclusion Policy. The League is fully committed to ensure compliance in principle and in practice–with LWVUS’ Diversity, Equity and Inclusion Policy.

Sec. 3. Tax Status. The LWVGO is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

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, state Leagues and of the LWVUS;

(1) individuals 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 honorary life members excused from the payment of dues. (4) those who are students are

1

defined as individuals enrolled either as full or part-time with an accredited institution and are excused from the LWVUS per member payment (PMP). 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 LWVGO shall be a president, immediate past president, a vice president, a secretary, and a treasurer. They shall be voting members of the LWVGO and, except for the immediate past president, shall be elected during the odd-numbered year annual meeting. The officers shall hold office until 30 days after the next odd-numbered year annual meeting. No officer shall serve more than two consecutive terms in the same office unless that office would otherwise remain unfilled.

Sec. 2. The President. The president shall preside at all meetings of the organization and the board, or designate another person 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; shall have such usual powers of supervision and management as may pertain to the office; and shall perform such other duties as the board may direct.

Sec. 3. The Vice President. The vice president shall chair an annual meeting committee. The annual meeting committee shall plan and organize the next annual meeting. The vice president shall perform such other duties as the president and board shall direct. If the president is unable to be present at a board or membership meeting, the order of officers to preside shall be: vice president, immediate past president, secretary, treasurer.

Sec. 4. The Secretary. The secretary shall keep minutes of the meetings of the membership and of the board. 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 president and the board shall direct.

Sec. 5. The Treasurer. The treasurer shall collect and receive all moneys due, shall maintain deposits in a financial institution designated by the board, shall disburse the same only upon order of the board, and shall present statements to the board at its regular meetings and an annual report at the annual meeting.

ARTICLE V Board of Directors

Sec. 1. Selection, Qualifications, and Term. The board of directors shall consist of the officers of the LWVGO, up to nine directors which shall be elected during the annual meeting, and up to three directors-at-large appointed by the president with the approval of the elected members of the board. All directors shall be voting members of the LWVGO. They shall serve until 30 days after the close of the next annual meeting. Terms shall be two years, with directors and officers being elected in odd-numbered years.

Bylaws as of August 1, 2020 2

In the event that an elected office or directorship cannot be filled by one member, the office or directorship may be filled by two members. The two members filling the position shall be considered as one voting member of the board.

Sec. 2. Powers and Duties. The board shall manage and supervise the business affairs and activities of the LWVGO, subject to the directions to the board received during the annual meeting. It shall select delegates to the national convention. It shall accept responsibility for such other matters as the national or state board may delegate to it. It shall have the power to create special committees as it deems necessary, and it shall perform such other duties as are specified in these bylaws.

Sec. 3. Executive Committee. The executive committee shall consist of the officers of the LWVGO (president, immediate past president, vice president, secretary, and treasurer) and one director who shall be appointed by the officers to serve on the executive committee. A majority of the executive committee shall constitute a quorum. It may transact routine business between board meetings and act in emergencies. All business transacted or any action taken by the executive committee shall be submitted to the board for ratification at its next meeting.

Sec. 4. Meetings. At least six regular meetings of the board shall be held annually. The president may call special meetings, and shall call a special meeting upon the written request of five members of the board.

Sec. 5. Quorum. Six members, two of whom shall be officers, shall constitute a quorum for the board of directors.

Sec. 6. Filling of Vacancies. In the event the president is unable to complete the term of office, the vice president shall assume the office of president and shall serve the remainder of that term. If the vice president is unable to serve as president, the board shall elect one of its members to serve as president. All other board vacancies shall be filled by a majority vote of the remaining members of the board.

Sec. 7. Voting. The board of directors shall be authorized to vote by mail, defined as surface mail, email or fax, when it is deemed necessary or by phone in an emergency. Emails shall use a reply back verification for documentation that all members received the email. If a quorum shall vote by the deadline established by the president on a question sent to all members of the board, the vote shall be counted and shall have the same effect as if cast at a meeting of the board. The vote shall be made a part of the minutes at the next meeting of the board.

ARTICLE VI Committees
Sec. 1. Committee Formation. The board may create committees as needed.

Bylaws as of August 1, 2020 3

Sec. 2. Committee Functions. Committees shall perform duties as assigned by the board of directors and as stated in the policy sheet.

Sec. 3. Composition. A committee shall consist of one or more persons. The committee chair shall be selected by the appropriate director in consultation with the president. Members of the committee shall be appointed by the committee chair and/or appropriate director.

ARTICLE VII Meetings

Sec. 1. Membership Meetings. There shall be at least three meetings of the membership each year. The time and place shall be determined by the board. Dine and Discuss shall be considered a membership meeting.The board may call a special general membership meeting, and shall call such a meeting upon the written request of one-eighth of the voting members.

Sec. 2. Annual Meeting. An annual meeting shall be held between August 10 and September 30, the exact date to be determined by the board. The annual meeting shall adopt a local program for the coming year; elect officers, directors, and the chair and two members of the nominating committee; discuss financial planning; and transact such other business as may properly come before it. Absentee or proxy voting shall not be permitted.

Sec. 3. Notice of Meetings. Written notice of a membership meeting or annual meeting shall be sent to the members at least fifteen (15) days in advance.

Sec. 4. Quorum. One-tenth of the voting members shall constitute a quorum at all business meetings of the LWVGO.

ARTICLE VIII Nominations and Elections

Sec. 1. Nominating Committee. The nominating committee shall consist of at least five members. The chair and two members, who shall not be members of the board, shall be elected during the odd-numbered year annual meeting. At the first meeting of the board of directors following the odd-numbered year annual meeting, the board shall appoint the membership directors to the committee. Vacancies shall be filled by appointment by the board. Suggestions for nominations for officers and directors may be sent to the committee by any voting member. The Nominating Committee shall meet and propose a slate in odd-numbered years.

Sec. 2. Report of Nominating Committee. The report of the nominating committee shall contain its nominations for officers, up to nine directors, plus the chair and two members of the next nominating committee. It shall be sent to the members at least fifteen (15) days before the annual meeting. The report of the nominating committee shall be presented at the annual meeting. Nominations may be made from the floor immediately thereafter. No name shall be placed in

Bylaws as of August 1, 2020 4

nomination without the consent of the nominee.

Sec. 3. Elections. Election shall be by ballot, except when there is only one nominee for each office, election may be by voice vote. A majority vote shall constitute an election. Absentee or proxy voting shall not be permitted.

ARTICLE IX Principles and Program

Sec. 1. Principles. Principles are concepts of government adopted by the national convention to which the League subscribes. Most Principles have been an integral part of the national program since 1974 and are the authorization for the adoption of national, state, and local program.

Sec. 2. Program. The program of the LWVGO shall consist of action to implement the Principles. Local governmental issues may be chosen at the annual meeting for further study as follows:

Voting members residing within the jurisdiction(s) of the local government(s) concerned may make recommendations on issues at least two months before the annual meeting. This is usually done during program planning, but may be submitted directly to the board at any time.

The board shall consider these recommendations before formulating and submitting a written copy of a proposed program to the members at least fifteen (15) days before the annual meeting, or the public policy director may consider all recommendations and present a program to the board for approval before submitting it to the members. The annual meeting shall adopt a program by a majority vote of the members in attendance.

Sec. 3. 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 weeks before a general membership meeting at which the change is to be discussed, and (2) attendance at said meeting shall constitute a quorum. Final action may be taken with a majority vote by the LWVGO membership.

In the case of an emergency, as determined by the board of directors, changes in the program may be made provided that the proposed changes have been sent to all members along with voting response directions. Members shall have a minimum of two weeks to research the proposal and respond in the fashion(s) requested. The public policy director shall present the results to the board for final action. A majority vote of all LWVGO members is needed to amend the program.

Sec. 4. Program Action. Members may act in the name of the LWVGO only when authorized to do so by the board or executive committee. They may act only in conformity with, and not contrary to, a position taken by the LWVGO, LWVNE, and the LWVUS. Violation of this bylaw, or any unauthorized use of the LWVGO membership list, may constitute sufficient reason for expulsion from membership in the LWVGO, upon vote of the board.

Bylaws as of August 1, 2020 5

ARTICLE X Financial Administration

Sec. 1. Fiscal Year. The fiscal year of the LWVGO shall be from September 1 to August 31 of each year.

Sec. 2. Dues. Annual dues, in an amount to be determined by three-fifths of the voting members at each annual meeting, shall be payable the first day of September. Any member who fails to pay dues within three months after they become payable may be dropped from the membership rolls.

Sec. 3. Budget Preparation. The budget for each individual director’s roles should be prepared by that director. The Treasurer will compile all individual director budgets into one Organization-wide budget that will be approved by the entire board at least thirty (30) days before the beginning of the next fiscal year and presented at the annual meeting.

Sec. 4. Budget. The proposed budget for the ensuing fiscal year shall be submitted to the board of directors by July 31. The board of directors shall finalize and adopt the budget by August 15, and shall notify the membership of the adopted budget. The budget shall include per member payments to the LWVUS and to the LWVNE, as determined at the national convention and state annual meeting.

Sec. 5. Financial Review. The books of the treasurer shall be thoroughly reviewed at the end of every fiscal year and at any other time when a new treasurer takes office. The reviewer shall be a League member or a person recommended by a League member, who is appointed by the president, approved by the executive committee, and not on the board of directors. Each financial review report shall be submitted to the board of directors and shall be filed as a permanent record in the League office.

Sec. 6. Distribution of Funds on Dissolution. In the event of the dissolution of the LWVGO, any assets not shall be disposed of by a Court of Competent Jurisdiction in Douglas County, Nebraska, exclusively for such purposes or to such organization or organizations, as the Court shall determine, which are organized and operated exclusively for such purposes.

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 in which they are not inconsistent with these bylaws.

ARTICLE XII Indemnification Every member of the board may be indemnified by the organization against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the board in connection with any threatened, pending, or completed action, suit, or proceeding to which the board member may become involved by reason of being or having been a member of the organization, or any settlement thereof, unless adjudged therein to be liable for

Bylaws as of August 1, 2020 6

negligence or misconduct in the performance of duties. In the event of a settlement, the indemnification herein shall apply only when the organization’s board approved such settlement and reimbursement as being in the best interest of the organization. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the member of the board is entitled.

ARTICLE XIII Amendments These bylaws may be amended by a two-thirds vote of the voting members attending the annual meeting, provided that the proposed amendments were submitted to the members in writing at least fifteen (15) days in advance of the meeting.

Incorporated March 20, 1967, and as amended April 6, 1968; April 12, 1969; April 1, 1971; April 6, 1972; April 17, 1975; April 19, 1976; April 20, 1977; April 20, 1979; April 16, 1981; April 28, 1983; April 12, 1984; April 18, 1985; April 17, 1986; April 29, 1989; April 24, 1993; April 13, 1996; April 21, 2001; April 19, 2008; April 24, 2010; April 23, 2011; April 27, 2013; May 3,2014; and April 25, 2015; April 23, 2016; April 15 2017; April 27 2019; August 1, 2020.