Bylaw Change 2022

Bylaw Change

The Board of the LWVBCo recommends the following change to the bylaws.  Deletions are marked at the beginning and end of the deletion with [….].   Additions/changes to the bylaws are delineated in bold and italics.  

ARTICLE XI

Financial Administration

Section 1. Fiscal Year.  The fiscal year of the LWVBCo shall commence on the first day of July each year.

Section 2. Dues.  The Board of Directors of the LWVBCo shall determine the amount of annual dues subject to the approval of two-thirds of the voting membership attending the Annual Meeting.  One month's notice shall be given to the members of any proposed dues change.  Annual dues shall be payable on July 1.  Any member who fails to pay her or his dues within three months after they become payable may be dropped from the membership rolls.  Dues for a second member residing at the same address in a common household shall be assessed at a reduced rate as approved by the  membership at the Annual Meeting.

Section 3. Gifts and Donations.  The Board of Directors may receive and accept gifts and donations from the members, the general public or any other source for the League’s operational and educational activities. The Board, at its absolute discretion, may decline gifts they deem inappropriate. Money received by LWVBCo shall be deposited in the general funds unless designated or restricted to the Jessa Goldberg Endowment Fund and shall be managed by the treasurer in separate accounts. 

(a) Jessa Goldberg Endowment Fund - The purpose of the Jessa Goldberg Endowment Fund is to provide additional revenue for league education and service activities and programs. The principal of the fund shall not be disbursed nor invaded except upon an affirmative vote of two-thirds of all members of the Board of Directors of the LWVBCo entitled to vote. Income generated from the fund may be periodically allocated to the general funds of LWVBCo. The amount of income generated from the fund allocated for expenditure or allocated to principal shall be determined by the Board of Directors based on the recommendations of the Finance Committee.

Section 4. Budget.  A budget for the ensuing fiscal year shall be submitted by the Board of Directors prior to the Annual Meeting for adoption. 

Section 5.  Finance Committee.  A Finance Committee shall be appointed by the Board of Directors.  The Finance Committee shall include (1) one of the LWVBCo Co-Presidents (as determined by them), (2) the LWVBCo Treasurer, ex officio, (3) a current LWVBCo Board member appointed by the Board, and (4) a League member (on or off Board) appointed by the Board. The current Board member and League member shall serve a three-year term. The Finance Committee shall elect its own Chair.

[at least four (4) months prior to the Annual Meeting to prepare a budget for the ensuing fiscal year. This committee shall submit a budget to the Board of Directors for review before submission to the Annual Meeting.  The proposed budget shall be sent to all voting members one month before the Annual Meeting.  The Treasurer shall not be eligible to serve as chairman of the Budget Committee but shall be an ex-officio member of the Committee.]  

(a) The Finance Committee oversees the LWVBCo investments, authorizes purchases, sales and distributions, advises the board on investment-related matters including suggested league education and service activities and programs, and reports to the LWVBCo Board at least quarterly.

(b) The Finance Committee shall submit a budget to the Board of Directors for review before submission to the Annual Meeting. The proposed budget shall be sent to all voting members one month before the Annual Meeting. The Treasurer shall not be eligible to serve as chairman of the Budget Committee but shall be an ex-officio member of the Committee.

(c) The Finance Committee is authorized to retain the services of an Investment Advisor to assist in carrying out its responsibilities. Selection of the Investment Advisor is subject to Board approval.

(d) Notwithstanding the forgoing grant of power, the Finance Committee shall not engage in any prohibited transaction within the meaning of section 501(c)3 of the Internal Revenue Code (or any subsequent revisions). 

Section 6.  Distribution of funds on dissolution.  In the event of the dissolution or merger of the LWVBCo for any reason all money and securities or other property of whatsoever nature which at the time be owned or under the absolute control of the LWVBCo shall be distributed at the discretion of the Board of Directors, or such other persons as shall be charged by law with the liquidation or winding up of the LWVBCo and its affairs, to any member organization of the League of Women Voters national organization which is exempt under section 501(c)3 of the Internal Revenue Code or the corresponding section of any future federal tax code; or if none of these organizations are then in existence or exempt under those tax provisions, then, at the discretion of the Board of Directors, to another organization which is organized and operated exclusively for charitable and educational purposes and which has established its tax-exempt status under such designated tax provisions.    

[ARTICLE XII

Jessa Goldberg Endowment Fund

Section 1.  Purpose. The LWVBCo shall have an endowment fund named the Jessa Goldberg Endowment Fund.  The purpose of the Jessa Goldberg Endowment Fund shall be to provide additional revenue for league education and service activities and programs.

Section 2. Management of Jessa Goldberg Endowment Fund.

(a) The principal of the fund shall not be disbursed nor invaded except upon an affirmative vote of two-thirds of all members of the Board of Directors of the LWVBCo entitled to vote.  Income generated from the fund may be periodically allocated to the general fund of LWVBCo.  The amount of income generated from the fund allocated for expenditure or allocated to principal shall be determined by the Board of Directors based on the recommendations of the Management Committee.

(b) The fund shall have a Management Committee made up of the LWVBCo President, Treasurer, and three members elected at the LWVBCo Annual Meeting.  The elected members shall serve for three years.  Vacancies shall be filled by the LWVBCo Board of Directors.  The Management Committee shall periodically file reports and make recommendations to the Board of Directors.  The Management Committee shall present a financial report thirty days prior to the Annual Meeting of the LWVBCo.

(c)  The Management Committee shall elect its own chair and shall have the authority to hire professionals to assist with the management of the Jessa Goldberg Endowment Fund.

(d)  Notwithstanding the forgoing grant of power, the Management Committee shall not engage in any prohibited transaction within the meaning of section 501(c)3 of the Internal Revenue Code (or any subsequent revisions). 

(e) The Management Committee shall meet no less than quarterly.  Meetings of the Management Committee may be held by conference telephone call or email consistent with Article V, Section 6, Subsections c. and d. of these bylaws and minutes shall be taken and recorded.]

ARTICLE [XIII] XII  

Parliamentary Authority

The rules contained in Roberts 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 By-laws.

ARTICLE [XIV] XIII

Officer Indemnification

The LWVBCo 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 any director or officer if that director or officer was, is or is threatened with suit in his capacity as a director or officer.  No director or officer shall be entitled to indemnification if the Director or Officer received an improper personal benefit from his or her action for which he or she seeks indemnification.  

ARTICLE [XV] XIV

Amendments

Amendments to these By-laws may be proposed by the LWVBCo Board of Directors or any individual voting member of the LWVBCo.  These By-laws may be amended by a two-thirds vote of the voting members present at the Annual Meeting provided the amendments were submitted to the membership in writing at least one month in advance of the meeting.  Any amendments shall go into effect the first day of the following fiscal year unless otherwise specified in the amendment.