Bylaws of the League of Women Voters 

of the Midland Area, Midland MI

Amended May 2025

As adopted September 1967 and amended at Annual Meetings in 1970, 1971, 1972, 1973, 1974,
1975, 1976, 1978, 1982, 1983, 1985, 1987, 1989, 1992, 1996, 1999, 2001, 2006, 2007, 2009,
2010, 2011, 2014. Amended by the Board of Directors in 2016 and 2020 to conform to Bylaws of
LWVUS and at the Annual Meeting in May 2025.

ARTICLE I
NAME

The name of this organization shall be the League of Women Voters of the Midland Area. This
local League is an integral part of the League of Women Voters of the United States and of the
League of Women Voters of Michigan.

ARTICLE II
PURPOSES AND POLICIES

Section 1. Purposes. The purposes of the League of Women Voters of the Midland Area are to
promote political responsibility through informed and active participation and to act on selected
governmental issues.

Section 2. Policies. The policies of the League of Women Voters of the Midland Area are:
Consistent with the LWVMI & LWVUS.

ARTICLE III
MEMBERSHIP

Section 1. Eligibility. Any person who subscribes to the purposes and policies of the League
shall be eligible for membership.

Section 2. Types of Membership. The membership of the League of Women Voters of the
Midland Area are consistent with the types of membership as defined by the LWVUS.

ARTICLE IV
OFFICERS

Section 1. Enumeration and Election of Officers. The officers of the League of Women
Voters of the Midland Area shall be a President, a Vice President, a Secretary, and a Treasurer.
Officers shall be elected for terms of two years by the general membership at an Annual
Meeting and take office immediately.
If any of these four (4) offices are shared, the incumbents shall decide among themselves how to
divide up the duties. If the office of President is shared, the incumbents shall designate one
among them to represent the League to other Leagues, external organizations, governmental
officials, and the public.

Section 2. The President. The President shall preside at all meetings of the organization and of
the Board of Directors. The President may, in the absence or disability of the Treasurer, sign or
endorse checks, drafts, and notes. The President shall be, ex officio, a member of all committees
except the Nominating Committee. The President shall have such usual powers of supervision
and management as may pertain to the office of the President and perform such other duties as
may be designated by the Board.

Section 3. The Vice President. The Vice President, shall in the event of absence, disability,
resignation, or death of the President, possess all the power and perform all the duties of that
office, until such time as the Board of Directors shall select one of its members to fill the
vacancy. The Vice President shall perform such other duties as the President and Board may
designate.

Section 4. The Secretary. The Secretary shall keep minutes of all meetings of the League and
of all meetings of the Board of Directors and of all meetings where League business is
transacted. Board minutes shall include a record of date, place, topic, speakers, and attendance
of any general meetings held since the previous Board meeting.

Section 5. The Treasurer. The Treasurer shall collect and receive all monies due, shall be the
custodian of these monies, shall deposit them in a bank designated by the Board of Directors
and shall disburse the same only upon order of the Board, and shall arrange for an annual audit
or review of the books. The Treasurer shall present statements to the Board at their regular
meetings and an annual report to 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 League, at least five (5) and up to seven (7) elected Directors, and
not more than seven (7) appointed Directors. Elected Directors shall serve for a term of two (2)
years. The elected members shall appoint such additional Directors, not exceeding seven (7), as
they deem necessary to carry on the work of the League. The terms of office of the appointed
Directors shall be one (1) year and shall expire at the conclusion of the next Annual Meeting.

Section 2. Qualifications. Only voting members of the League of Women Voters of the
Midland Area shall be elected or appointed or shall continue to serve as officers or directors.

Section 3. Vacancies. Any vacancy occurring in the Board of Directors by reason of the
resignation, death, or disqualification by policy, of any 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. Lack of participation in the business of the board for a period of 6 months
or more shall be deemed as a resignation.

Section 4. Powers and Duties. The Board of Directors shall have full charge of the property
and business of the organization. It shall plan and direct the work necessary to carry out the
Program as adopted by the National Convention, the State Convention, and the Annual
Meeting. The Board shall create and designate such special committees as deemed necessary.

Section 5. Meetings. There shall be at least nine (9) regular meetings of the Board of Directors
annually. 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. Notice of regular
meetings shall be given at least two (2) weeks before the meeting. Notice of special meetings
shall be given at least three (3) days before the meeting.

Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a
quorum.

Section 7. Expedited Decisions. When timely decisions are required, email or conference call
shall be an acceptable meeting alternative. Decisions shall be recorded in the minutes of the next
regularly scheduled board meeting.

ARTICLE VI

FINANCIAL ADMINISTRATION

Section 1. Fiscal Year. The fiscal year of the League of Women Voters of the Midland Area
shall commence on the first day of July each year.

Section 2. Dues. Requests for annual dues renewals will be handled in accordance with the
policies and procedures of the LWVUS.

Section 3. Budget. A Budget for the ensuing year shall be submitted by the Board of Directors
to the Annual Meeting for adoption. The Budget shall include support for the work of the
League as a whole.

Section 4. Budget Committee. The Budget Committee shall be appointed by the Board of
Directors prior to the Annual Meeting to prepare a budget for the ensuing year. The proposed
budget shall be sent to all members prior to the Annual Meeting.

Section 5. Distribution of Funds on Dissolution. In the event of dissolution of the League of
Women Voters of the Midland Area, all monies and securities which may at the time be owned
by or under the control of the League of Women Voters of the Midland Area shall be paid to the
League of Women Voters of Michigan 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 League of
Women Voters of the Midland Area shall be disposed of to such person, organization, or
corporation for such public, charitable or educational use and purposes as the Board of Directors
in its absolute discretion may designate.

ARTICLE VII
MEETINGS

Section 1. Annual Meeting. An Annual Meeting shall be held between March 1 and May 31, the
exact date to be determined by the Board of Directors. The membership shall take the following
actions at the Annual Meeting:
a) Elect Officers, Directors and members of the Nominating Committee;
b) Adopt a budget, including specific dues amounts; and
c) Transact such other business as may properly come before it.

Section 2. Quorum. Ten percent (10%) of the membership shall constitute a quorum at all
business meetings of the League of Women Voters of the Midland Area, provided written notice
of the meeting is sent to the membership at least one week in advance.

Section 3. Voting. Absentee or proxy voting shall not be permitted.

ARTICLE VIII

NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee. The Nominating Committee shall consist of five (5)
members, two (2) of whom shall be members of the Board of Directors. The Chair and two (2)
members, who shall not be members of the Board, shall be elected at the Annual Meeting.
Nominations of these officials shall be made by the current Nominating Committee. The other
members shall be appointed by the Board of Directors following the Annual Meeting.

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 prior to the
date of the Annual Meeting and shall be presented at the Annual Meeting. Nominations may be
made from the floor by any voting member immediately thereafter, provided the consent of the
nominee has been obtained.

Section 3. Elections. Elections shall have a majority vote. A majority vote of those qualified to
vote and voting shall constitute an election.

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 League works to support voters by encouraging active participation
in government and voting, increasing understanding of major public policy issues and
influencing policy through education and advocacy.

Section 3. Member Action. Members may act in the name of the League of Women Voters
only when authorized to do so by the proper Board of Directors.

Section 4. Local League Action. The League of Women Voters of the Midland Area may act
only in conformity with, and not contrary to, the position taken by the League of Women Voters
of the United States and the League of Women Voters of Michigan as stated in the Program.

ARTICLE X

NATIONAL CONVENTION, STATE CONVENTION AND 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 to the League of Women Voters of the Midland Area under the
provisions of the Bylaws of the League of Women Voters of the United States.

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 to the League of Women Voters of the Midland Area under the provisions of the Bylaws of the League of Women Voters of Michigan.

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 to the League of Women Voters of the Midland Area under the provisions of
the Bylaws of the League of Women Voters of Michigan.

ARTICLE XI
BOARD LIABILITY

No volunteer Director of the Board shall be personally liable to the organization or its members
for any monetary damages for breach of the fiduciary duties as a Director, except that this
provision shall not eliminate or limit the liability of a volunteer Director for any of the following
reasons:
a) A breach of the Director’s duty of loyalty to the organization or its members; b)
Acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of the law;
c) A violation of Section 551(1) of the Michigan Nonprofit Corporation Act as
amended;
d) An act or omission occurring before January 1, 1988;
e) An act from which the Director derived an improper personal benefit;
f) An act of omission that is grossly negligent.

ARTICLE XII
AMENDMENTS

These Bylaws may be amended by the majority vote of the voting members present and voting
at the Annual Meeting, provided the amendments were submitted to the membership in advance
of the meeting.