Section 1. Name

The name of this organization shall be the League of Women Voters of Howard County, Inc. (LWVHC). The LWVHC is an integral part of the League of Women Voters of Maryland (LWVMD) and the League of Women Voters of the US (LWVUS). The LWVHC shall from time to time cooperate with other groups, including the League of Women Voters of the National Capital Area (LWVNCA).

Section 2. Principal Office

The principal office of the LWVHC shall be in Howard County, Maryland.

Section 1. Purpose

The purpose of the LWVHC is to promote political responsibility through informed and active participation in government, increase understanding of major public policy issues, and influence public policy on specific issues as decided by the Board of Directors.
LWVHC may also engage in other activities permitted of corporations under the General Laws of the State of Maryland, provided such activities are allowed for organizations exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of future United States Internal Revenue Law), and for which contributions are deductible under sections 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Code. These activities include making distributions to organizations that qualify as exempt under Section 501(c)(3), as well as to states, territories, or possessions of the United States, any political subdivision thereof, or to the United States or the District of Columbia, but only for charitable purposes.

Section 2. Political Policy

The LWVHC shall not support nor oppose any political party or any candidate. Additionally, LWVHC shall not participate in or intervene in any political campaign on behalf of any candidate for public office, including the publishing or distribution of statements.

No substantial part of the activities of LWVHC shall involve carrying on propaganda or otherwise attempting to influence legislation.

Section 3. 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.

Section 4. Unity

All purposes and policies of the LWVHC shall be consistent with those of the LWVMD, the LWVUS, and the requirements of Section 501(c)(3) of the Internal Revenue Code.

Section 1. Eligibility

Any person who supports the purpose and policies of the League of Women Voters is eligible for membership, provided they meet the age requirements outlined below.

Individuals must be at least 16 years old to become members.

Section 2. Types Of Memberships

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 residing within the area of a local League may join that League or any other local League.
2. Individuals residing outside the area of any local League may join a local League or become state members-at-large.
3. Members who have maintained membership in the League for 50 years or more shall be honorary life members and are exempt from paying dues.

B. Associate Members. 

1. All other Individuals or entities who are members of the LWVHC . This includes members with Dual Residency who vote in another local league and those under age 16. Associate Members are not eligible to vote on League matters.

Section 3. Member Action

Members may act in the name of the League of Women Voters only when authorized by the appropriate LWVHC, LWVMD, or LWVUS.

Section 1. Membership Meetings

There shall be at least three (3) meetings of the membership each year, each related to programs or other important issues. The time and place of such meetings shall be determined by the Board of Directors (the Board). Meetings may be conducted in a virtual environment using an online meeting platform, allowing attendees to view/hear presentations and participate in the discussion at the same time, in lieu of or in addition to in-person attendance. Participation by such means shall constitute presence in person at a meeting. Notice shall be sent to all members at least thirty (30) days in advance of the date of the meeting.

Section 2. Annual Meeting

The annual meeting shall be held during the month of April, the exact date to be determined by the Board. The membership:
(a) may adopt a local program for the ensuing year,
(b) shall elect required officers, and directors, and chair and two non-Board members of the nominating committee,
(c) shall adopt an adequate budget, and
(d) may transact such other business as may properly come before it.

Section 3. Special Meetings

The President may call ad hoc or special meetings, or, at the request of at least ten (10) members, the Board may do so. When a special or ad hoc meeting is called, notice shall be sent to all members at least seven (7) days before the date of the meeting. The reason for calling the meeting shall be clearly stated in the notice provided to the membership. The meeting shall address only the subject(s) for which it was called.

Section 4. Quorum

Fifteen percent (15%) of the voting membership shall constitute a quorum.

Section 1. Enumeration And Election Of Officers

The officers of the LWVHC shall be President or Co-presidents (the term “President” shall be understood to include Co-presidents), Vice-president, Secretary, and Treasurer, who shall be elected by the general membership at the Annual Meeting. Officers shall take office at the close of the Annual Meeting and shall serve for a term of two years or until their successors are elected. The President and Treasurer shall be elected in odd years; the Vice-President and Secretary shall be elected in even years.

Section 2. The President

The President shall preside at all meetings of the organization and the Board. In the absence or incapacity of the Treasurer, the President may sign or endorse checks, drafts, and notes. The President shall serve as an ex-officio member of all committees except the Nominating Committee. The President shall exercise the usual powers of supervision and management associated with the office and perform other duties as designated by the Board.

Section 3. The Vice-President

The Vice-president shall perform duties as designated by the President or the Board. In the event of the President’s absence, incapacity, resignation, or death, the Vice-president shall assume all powers and duties of the office. The Board shall select a member to fill any vacancy in the office of Vice-president.

Section 4. The Secretary

The Secretary shall keep minutes of all annual and special membership meetings of the LWVHC, and of all meetings of the Board or any other such meeting that may be called under these Bylaws. The Secretary shall also be responsible for any correspondence designated by the President or the Board and shall assist with such other work as the President requests. The Secretary shall submit final, corrected archival minutes as directed by the President.

Section 5. The Treasurer

The Treasurer shall collect and receive all monies due to the LWVHC and serve as their custodian. These funds shall be deposited in a bank designated by the Board and disbursed according to the budget and the availability of income. The Treasurer shall present financial statements at regular Board meetings and an annual report to the membership at the Annual Meeting. All disbursements exceeding $1000, as well as contracts or other instruments when directed by the Board, shall be cosigned by the Treasurer and the President. The Treasurer’s books shall be reviewed annually.

Section 1. Composition, Number, Manner Of Selection And Term Of Office

The Board shall consist of the officers of the LWVHC, six (6) to twelve (12) elected directors, and up to twelve (12) appointed directors, all of whom shall be voting members. Elected directors shall serve for a term of one year or until their successors are elected. The terms of office for appointed directors shall not exceed one (1) year and shall expire at the conclusion of the next Annual Meeting.

Section 2. Qualifications

No person shall be elected, appointed, or continue to serve as an officer or director unless they are a voting member of the LWVHC and are in compliance with the LWVHC’s Conflict of Interest Bylaws (Article VII).

Section 3. Vacancies

Any vacancy on the Board may be filled by a majority vote of the remaining Board members. Three consecutive unexcused absences from Board meetings by any Board member may be considered a resignation.

Section 4. Power And Duties

The Board shall have full charge of the property and business of the organization, with authority to manage and conduct its affairs, subject to the instructions of the voting membership. It shall plan and direct the work required to implement the programs adopted by the LWVUS and LWVMD conventions, as well as the LWVHC Annual Meeting. The Board may create and designate special committees as necessary and shall provide for an annual financial review.

Section 5. Executive Committee

The Executive Committee, composed of the officers of the LWVHC, shall exercise powers and authority delegated by the Board and shall report to the Board on all actions taken between regular Board meetings.

Section 6. Meetings

(a) Regular Meetings. The Board shall hold at least nine (9) regular meetings annually. The President is responsible for notifying each Board member of all meetings.

(b) Special Meetings. The President may call ad hoc or special meetings of the Board and/or the Executive Committee. Upon the written request of three (3) Board members, the President must call a special meeting of the Board.

(c) Video Conference Meetings. Board members may participate in meetings via video conference or similar communication tools, provided that all participants can simultaneously see and hear the proceedings and engage in the discussion.

The president shall give due notice to the board members prior to the meeting with instructions. Participation by such means shall constitute presence in person at a meeting. Such meetings shall follow the prescription of in-person Board meetings. A quorum must be present for decision-making. Meeting material and an agenda must be available to all participants. Members shall pay dues in accordance with LWVUS policy.

(d) Email Meetings. Board meetings may be held by email to deal with specific matters that arise between in-person or conference call Board meetings. Such email meetings can take place provided that all Board members have access to email on a personal computer. For an email meeting to occur, the President must notify all Board members of the meeting's start and end times and obtain acknowledgement from a quorum of Board members that they have received notice of the meeting. The President would provide an agenda containing no more than three (3) matters. The meeting should not include minutes from a previous meeting, the treasurer's report, or committee reports. Those participating must do so by assuring that all participants are included in order for their comments and votes to be considered and valid by selecting ‘reply all.’ At the end of the meeting, all input, discussion, and voting would cease.

(e) Polling between Board Meetings. Polling of all Board members may be used between regularly scheduled meetings by telephone, electronic media, or mail. Any activity resulting from the polling will be confirmed at the next scheduled Board meeting.

Section 7. Quorum

A majority of the elected members of the Board shall be necessary and sufficient to constitute a quorum for the transaction of business at every meeting of the Board. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present for the duration of the meeting.

Section 8. Removal

The Board shall have the authority to remove any director or officer, provided due process is followed, and such action shall be final.

Section 1. Interest In Contract Or Transaction

Board members, officers, or committee members who have an interest in a contract or other transaction presented to the Board shall promptly make full and frank disclosure of their interest to the Board before any action is taken on such contract or transaction.

Section 2. Determination Of Conflict Of Interest

The Board shall determine, by majority vote, whether a disclosure indicates that a conflict of interest exists or could reasonably be construed to exist. If a conflict is found, the individual(s) involved shall not vote on, use their personal influence on, or participate in the discussion of the issue. Such individuals shall not be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under discussion or being voted upon.

Section 3. Minutes

The minutes of the meeting shall record any disclosures made, the vote taken, any abstentions from voting or participation where applicable, and whether a quorum was present.

Section 1. National Convention

The Board shall select, at a meeting held prior to the required submission date, the number of delegates to the LWVUS National Convention allotted to LWVHC under the By-laws of the LWVUS.

Section 2. State Convention

The Board shall select, at a meeting held prior to the required submission date, the number of delegates to the LWVMD State Convention allotted to LWVHC under the By-laws of the LWVMD.

Section 3. State Council

The Board shall select, at a meeting held prior to the required submission date, the number of delegates to the LWVMD Council allotted to LWVHC under the By-laws of the LWVMD.

Section 1. Nominating Committee

The Nominating Committee shall consist of five (5) voting members, two (2) of whom shall be members of the Board. The Chairman and two members, who shall not be members of the Board, shall be nominated annually by the Nominating Committee and elected at the Annual Meeting. The Board shall appoint the two Board members of the Nominating Committee prior to the Nominating Committee's first meeting. Any vacancy on the Nominating Committee shall be filled by the Board. Suggestions for the nominations of Officers and Directors may be sent to this Committee by any voting member.

Section 2. Report of Nominating Committee and Nominations from the Floor

The Nominating Committee's report of its nominations for Officers, Directors, and members of the succeeding Nominating Committee shall be sent to all members at least one month before the Annual Meeting. The report shall be presented at the Annual Meeting. Immediately following its presentation, nominations from the floor may be made by any voting member, provided the nominee's consent has been obtained.

Section 3. Elections

Elections shall be conducted by ballot. However, if there is only one nominee for each office, the secretary may be instructed to cast the ballot on behalf of all members. Election requires a majority vote of those qualified to vote and present. Absentee or proxy voting is not permitted.

Section 1. Principles

The governmental principles adopted by the National Convention of the LWVUS, and supported by the League as a whole, provide the authority for the Principles and Programs of the LWVHC.

Section 2. Program

The program consists of actions to protect the right to vote of every citizen in Howard County, as well as the governmental issues chosen for concerted study and action by the members at the Annual Meeting. The members shall act upon the proposed program in the following manner:

(a) The Board shall consider suggestions developed at a program planning meeting or submitted by any voting member at least two months before the Annual Meeting and shall formulate a recommended program.

(b) The recommended program shall be sent to all voting members at least one month before the Annual Meeting.

(c) At the Annual Meeting, a majority of voting members present and voting shall be required for adoption of items in the recommended program.

(d) Items submitted to the Board by voting members at least two months prior to the Annual Meeting, but not recommended by the Board, may be considered at the Annual Meeting, provided that a majority vote requests consideration. Such items may be adopted by a two-thirds majority of voting members present and voting.

(e) In the event of changed circumstances, the Program may be amended, provided that information about any proposed change has been sent to all members at least two weeks before the general membership meeting at which the change will be discussed and voted upon.

Section 1. Fiscal Year

The fiscal year of the LWVHC shall commence on the first day of May each year.

Section 2. Dues

Members shall pay dues in accordance with LWVUS policy.
Members who fail to renew within the period specified by LWVUS will be removed from the roster.

Section 3. Gifts And Donations

The Board may receive and accept gifts or donations from members, the general public, or any other source for the League’s operational and educational activities. The Board, at its sole discretion, may decline any gifts it deems inappropriate.

Section 4. Budget

The Board shall submit a budget for the upcoming fiscal year to the Annual Meeting for adoption. The budget must include provisions to support the work of the League as a whole.

Section 5. Budget Committee

A Budget Committee shall be appointed by the Board at least four (4) months prior to the Annual Meeting to prepare a budget for the ensuing fiscal year. Two (2) members of the Board and three (3) members of the voting membership (one of whom shall be designated as chair), and the Treasurer and President shall be ex officio members of the committee. This committee shall submit a budget to the Board for review before submission to the Annual Meeting. The proposed budget shall be sent to all voting members one month before the Annual Meeting.

Section 6. Transfer Of Property

Any two (2) of the following officers—the President, Vice-President, Secretary, or Treasurer—shall have the authority to assign, endorse, transfer, and deliver, in the name and on behalf of the LWVHC, any certificate of stock, bond, note, or other security or property belonging to the LWVHC.

Section 7. Distribution Of Funds On Dissolution

In the event of dissolution of the LWVHC for any reason, all assets then owned by or under the control of the LWVHC shall be distributed to the LWVMD, provided that the LWVMD is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code at that time, after the Board has satisfied or made provision for all liabilities of the LWVHC. If the LWVMD does not qualify as a tax-exempt organization, the Board shall designate a person to distribute all remaining assets of the LWVHC to one or more organizations that are organized and operated exclusively for charitable, educational, or scientific purposes and that qualify as exempt organizations under Section 501(c)(3) of the Code at that time.

Section 1. Parliamentary Authority

The rules in Robert’s Rules of Order Newly Revised shall govern the organization in all cases where they apply and are not inconsistent with these By-laws.

The LWVHC shall indemnify and hold harmless its officers and directors to the fullest extent of the law as provided in the Maryland Code of Corporations and Associations as amended from time to time. Indemnification shall extend to all judgments, penalties, fines, settlements, and reasonable expenses actually incurred by directors or officers if they were or are threatened with suit in their capacity as a director or officer. No directors or officers shall be entitled to indemnification if they received any improper personal benefit from the action for which they seek indemnification.