Empowering Voters. Defending Democracy - 37TH CONVENTION CHAPEL HILL MAY 17 - 19, 2019 - League of Women Voters NC

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Empowering Voters. Defending Democracy - 37TH CONVENTION CHAPEL HILL MAY 17 - 19, 2019 - League of Women Voters NC
Empowering Voters.
  Defending Democracy.

37TH CONVENTION CHAPEL HILL       MAY 17 – 19, 2019

#LWVNC19       LWVNorthCarolina     @LWVNCarolina
Empowering Voters. Defending Democracy - 37TH CONVENTION CHAPEL HILL MAY 17 - 19, 2019 - League of Women Voters NC
Table of Contents

2017 Convention Agenda & Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Member Leagues Attending Convention 2017 Allotted Delegates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Proposed Convention Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Parliamentary Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Bylaws: Proposed Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
LWVN Treasurer’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
LWVNC Budget . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Proposed Slate of Officers and Directors & Contact Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Biographical Information on Proposed Slate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Proposed Program and Issues for Emphasis for 2019-2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
League Action Teams Contact Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Public Policy Positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Local League Successes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
League Action Teams Accomplishments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
Making Democracy Work Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Guest Speakers’ Biographical Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

  Vision:               We envision a democracy where every person has the desire, the right, the
  knowledge, and the confidence to participate. We believe in the power of women to create a
  more perfect democracy.

  Mission:               The League of Women Voters of the United States encourages the informed and
  active participation in government, works to increase understanding of major public policy
  issues, and influences public policy through education and advocacy. The League is proud to be
  nonpartisan, neither supporting nor opposing candidates or political parties at any level of
  government, but always working on vital issues of concern to members and the public.

                                      This workbook was compiled and edited by Louise Romanow.
Empowering Voters. Defending Democracy - 37TH CONVENTION CHAPEL HILL MAY 17 - 19, 2019 - League of Women Voters NC
League of Women Voters of NC 37th Biennial Convention, Chapel Hill, NC
                                           Friday, May 17 - Sunday, May 19, 2019

              Locations: Sheraton Chapel Hill, One Europa Drive; UNC School of Government, 400 South Road (SoG)

                                    Empowering Voters. Defending Democracy.

                                                    Agenda & Program
    Friday, May 17                                                                                                   Location
    12:30p – 1:30p   Registration, Check in; voting delegates pick up credentials                                         SoG
    1:30p – 1:35p    Welcome                                     Karen Bean, LWVNC Co-President                     SoG 2601
    1:35 – 2:00p     Good Government in North Carolina        Michael R. Smith, Dean, UNC School of Government       SoG 2601
    2:00p – 3:45p    Navigating the Legislative Process and Mock Legislative Session                                 SoG 2601
                         Norma R. Houston, J.D., and Greg Allison, Trey Allen, Frayda Bluestein, UNC SoG faculty
    4:30p – 5:15p    Optional Activities (Sign-up required. Sponsored by the LWVODC Host Committee)
                         UNC-CH campus self-guided tour; Ackland Art Museum guided tour
    5:30p – 8:30p    Taste of ODC (Signup required. Sponsored by LWVODC Host Committee)            Meet at selected restaurant
    9:00p – 9:45p    Caucus: United Nations Commission on the Status of Women                                 Sheraton Paris I
                                                              Organizer: Sheila Denn, LWV Wake
    9:00p – 9:45p    Caucus: Communications within Leagues       Organizer: Vickie White Lawrence, LWVPT      Sheraton Paris II
    9:00p – 10:30p   Caucus: Resilience movie and discussion     Organizer: Yevonne Brannon,                Sheraton Coaches
                                                                                  Public Schools First

    Saturday, May 18
                    Breakfast on your own (included in room rate)
    7:30a – 12:00p Registration                                                                                           SoG
    8:30a – 10:30a   Plenary Session 1                                                                              SoG 2601
                       Call to Order                          Janet Hoy, LWVNC Co-President
                       Welcome from LWVODC                    Krishna Mondal, President
                       Welcome to Chapel Hill                 Senator Valerie Foushee
                       Credentials Committee Report           Jana Albritton, LWVNC Secretary
                       Adoption of Rules of Convention & Order of Business Jana Albritton, LWVNC Secretary
                       LWVNC Board Report                     Janet Hoy, LWVNC Co-President
                       Presentation of Bylaws Changes         Beth Springston, LWVNC Director
                       Presentation of Treasurer’s Report     Joan Ontjes, LWVNC Treasurer
                       Presentation of Proposed Budget        Janet Hoy and Joan Ontjes, for Kathleen Balogh,
                                                                  Chair of Budget Committee
                       Nominating Committee Report            Judith Katz, LWVNC Director
                       Presentation of Proposed Program       Janet Hoy, LWVNC Co-President, and
                                                              Jennifer Bremer, LWVNC Director
                       Announcements 100th anniversary update      Mary Klenz
                              LWVUS nominating                Brenda Rogers
    10:30a – 10:45a Break
    10:45a – 11:30a General Session 1: Voting rights challenges and status of LWVNC litigation                      SoG 2601
                            Allison Riggs, J.D., Southern Coalition for Social Justice

1                                                        LWVNC.org                                                    #LWVNC19
Empowering Voters. Defending Democracy - 37TH CONVENTION CHAPEL HILL MAY 17 - 19, 2019 - League of Women Voters NC
League of Women Voters of NC 37th Biennial Convention, Chapel Hill, NC
                                                  Agenda & Program (continued)
   11:30a – 12:15p General Session 2: Membership: The Heart of the League                                         SoG 2601
                           Vicki Gerig, Pauline Houlden, and Judee Lonnee, LWV Wake
   12:15p – 1:00p   Lunch Buffet                                                                          SoG Dining Room
   1:00p – 1:45p    General Session 3: Diversity, Equity, and Inclusion                                            SoG 2601
                                                                 Brenda Scherrer, LWV Henderson County
                                                                 Carolyn Jefferson-Jenkins, former LWVUS president
                                                                 Jo Nicholas, LWVNC Director and MLD Coordinator
   1:45p – 2:30p    General Session 4: NC Complete Count Commission                                               SoG 2601
                                                            Bob Coats, Governor’s Census Liaison
   2:30 – 2:45p     Break
   2:45p – 4:00p    General Session 5: Organizing for Impact: How can the League be more effective                SoG 2601
                      In achieving its redistricting and other policy goals?
                                                                 Jennifer Bremer, LWVNC
                                                                 Craig Merrill, Dare
                                                                 Kim Moore, ODC and Paul McAllister
   4:00p – 4:45p    Concurrent Session: ERA                   Sherry MacQueen, LWV Wake                SoG Classroom 2401
                                                              Judy Lotas, LWV Dare
                    Concurrent Session: LWV Local Presidents and Coaches’ Resource Presentation        SoG Classroom 2402
                       (includes tips for developing Leagues)
   4:45p – 5:30p    Caucus: Organizing for Impact: How can the League be more effective in             SoG Classroom 2402
                      achieving its statewide policy goals?
                            Organizers: Jennifer Bremer, LWVNC; Craig Merrill, Dare; Kim Moore, ODC
   4:45p – 5:30p    Caucus: 100th Anniversary                  Organizer: Mary Klenz, LWVCM            SoG Classroom 2401
   6:15p            Reception (cash bar) & Wares Exhibit                                           Sheraton Venetian Foyer
   7:00p            Banquet                                                                             Sheraton Venetian
                      LWVNC Awards & Shout Out                 Jo Nicholas, LWVNC Director
                      Keynote Speech: The Power of Women       Virginia Kase, CEO of LWVUS
   post-banquet     Caucus: Line in the Street movie and discussion                                       Sheraton Coaches
                        Organizer: Jennifer Bremer, LWVNC Director

   Sunday, May 19
                    Breakfast on your own
   7:30a – 8:15a    Coffee with Virginia Kase for current and upcoming League presidents                  Sheraton Coaches
   7:30a – 8:15a    Caucus session(s) if needed                                     Sheraton Venetian & Sheraton Coaches
   8:30a – 10:30a   Plenary 2                                                                             Sheraton Venetian
                      Call to Order                             Janet Hoy, LWVNC Co-President
                      Credentials Committee Report              Jana Albritton, LWVNC Secretary
                      Adoption of Bylaws Changes                Janet Hoy, LWVNC Co-President
                      Adoption of Proposed Budget               Janet Hoy, LWVNC Co-President
                      Adoption of Proposed Program              Janet Hoy, LWVNC Co-President
                      Election of Officers and Board, Introduction of LWVNC Incoming Board
                      Recognition of LWVNC Outgoing Board Janet Hoy, LWVNC Co-President
                      New Board Vision and Future Plans         Janet Hoy, LWVNC Co-President
                      Announcement of 2021 LWVNC Convention location              Jo Nicholas, Incoming LWVNC President
   10:45a – 11:00a Directions to the Board                                                              Sheraton Venetian
                   Adjourn
#LWVNC19                                                LWVNC.org                                                             2
Empowering Voters. Defending Democracy - 37TH CONVENTION CHAPEL HILL MAY 17 - 19, 2019 - League of Women Voters NC
NC Local League Membership Counts as of 1/ 31/ 2019 per LWVUS DB
                         & 2019 Convention Allotted Delegates
                                                     DELEGATES               DELEGATES
                                   COUNT OF
          LEAGUE NAME                             (President plus 1      (More than 35 mem-      TOTAL DELEGATES
                                   LEAGUE ID
                                                  member delegate)       bers; 1 for every 15)
    ASHEVILLE-BUNCOMBE                    129                     2                       6                    8
    CARTERET COUNTY                        52                     2                       1                    3
    CATAWBA VALLEY                         15                     2                       0                    2
    CHARLOTTE-MECKLENBURG                 187                     2                      10                   12
    DARE COUNTY                            87                     2                       3                    5
    GRANVILLE COUNTY                       18                     2                       0                    2
    HENDERSON COUNTY                      112                     2                       5                    7
    LOWER CAPE FEAR                       107                     2                       4                    6
    MADISON MAL                            15                     2                       0                    2
    MID-SANDHILLS MAL                      15                     2                       0                    2
    MOORE COUNTY                          118                     2                       5                    7
    NORTHEAST NC                           53                     2                       1                    3
    ORANGE, DURHAM, and
                                          244                     2                      13                   15
    CHATHAM COUNTIES
    PIEDMONT TRIAD                        298                     2                      17                   19
    TWIN COUNTIES                          26                     2                       0                    2
    UNION COUNTY                           18                     2                       0                    2
    WAKE COUNTY                           293                     2                      17                   19
    WAYNE COUNTY                            8                     2                       0                    2
    LWVNC at Large                          9                     0                       0                    0

    LWVNC BOARD                            10                                                                 10

    TOTAL LL & NC members               1814                                                                 128

    Rules for determining the number of delegates are found in the LWVNC Bylaws: Article IX Convention; Section
    9.02: Composition; Section 9.04: Representation.
    The members of the LWVUS who are organized into recognized local Leagues of MAL units in the state of North
    Carolina shall be entitled to voting representation at the Convention as follows:
    a. The president or alternate of each local League or MAL unit with a minimum of 7 members shall be
        entitled to one vote.
    b. Each local League shall be entitled to one delegate in addition to the president or alternate chosen by the
        local League in the event the president is unable to attend.
    c. Local Leagues with more than thirty-five voting members shall be entitled to one delegate for each
        additional fifteen members belonging to said local League. The record in the state League office of paid
        voting members as of January 1 of said year shall determine the official membership count for this
        purpose.

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Empowering Voters. Defending Democracy - 37TH CONVENTION CHAPEL HILL MAY 17 - 19, 2019 - League of Women Voters NC
Proposed Convention Rules
    A motion to adopt these Rules will be made shortly after the Convention opens. Amendments, which may be offered
    at this time, will require a majority vote. The Rules as a whole (either amended or as given below) require a two-thirds
    vote for adoption.

    1.     Admission to Convention shall be limited to persons displaying official badges that must be worn at all meetings
           of the Convention.
    2.     Voting members, observers and visitors shall sit in areas so designated. Although they may enter the convention
           hall after the convention has started, they shall not be seated during an address.
    3.     Only accredited delegates from local Leagues and MAL Units and members of the State Board may vote.
    4.     Only voting members, observers from MAL units and those authorized by the Chair or the Convention, may
           address the Convention. During debate on a motion, no person may speak more than once on that question until
           all others who wish to speak have done so. After the original presentation, debate shall be limited to three
           minutes for each speaker.
    5.     Each speaker shall announce her/his name and League when addressing the Convention.
    6.     Main motions or amendments of substantial length must be in writing on forms available from the ushers.
           Motions shall be identified by the number appearing on the motion form. One copy shall be sent to the projector
           operator, one copy to the secretary on the podium, and one copy retained.
    7.     All announcements must be related to the business of the Convention or the welfare of the members. Such
           announcements shall be made by a member of the State Board designated by the President.
    8.     Cell phones and pagers are to be turned off or in silent mode during all sessions.
    9.     The procedure for Program adoption shall be:
           a. The proposed Program shall be presented and moved for adoption by a State Board member during the First
           Plenary Session, Saturday morning. Questions for clarification and debate will be allowed at this time. Further
           action will be postponed until the time for adoption of the program is set in the Order of Business.
           b. Motions for consideration of non-recommended items may be made following the presentation of
           recommended Program provided the item was submitted to the state Board as described by LWVNC State
           Bylaws.
           The presentation of such motions shall be limited to five minutes, and a vote shall be taken immediately
           thereafter. No questions for clarification will be entertained, and there shall be no debate at this time. A majority
           vote will place a non-recommended issue before the Convention for consideration. A delegate may request that
           the State Board give its reasons for not recommending the item. This statement shall be limited to three minutes.
       c. Proposed Program items in the order presented to the Convention, and then non-recommended items in the
       order voted for consideration, will be taken up individually for debate and action at the meetings provided in the
       Order of Business. Announcements of the results shall be made after each Program vote.
    NOTE: A majority vote is required for adoption of recommended Program, while a two- thirds vote is required for
    adoption of non-recommended items.
    10. When a vote is in process, the doors to the Convention hall shall be closed and no one may enter or leave.
    11. All motions proposing legislative or administrative action on League Program shall be referred to and considered
        by the Action Motions Committee prior to their introduction. The Committee shall be appointed by the presiding
        officer at the first meeting on Saturday, and action motions must be referred to the committee prior to the
        opening of the Sunday morning meeting. The Committee shall act upon such motions as soon as practicable and
        shall advise the sponsors promptly of its decisions. If a sponsor elects to introduce a motion on which the
        Committee has reported unfavorably, it shall be in order for the Committee to explain to the Convention its
        reasons for disapproving the motion.
    12. In the event there are nominations for Officers and Directors from the floor on Saturday, delegates shall vote by
         paper ballot on Sunday morning. For such nominations the nominee's consent to serve must have been obtained
         beforehand. If there are no nominations from the floor, a voice vote for the proposed slate will be taken on
         Sunday.
    13. These rules may be amended, rescinded, or suspended by a two-thirds vote of the voting members present and
         voting.

#LWVNC19                                                     LWVNC.org                                                             4
Empowering Voters. Defending Democracy - 37TH CONVENTION CHAPEL HILL MAY 17 - 19, 2019 - League of Women Voters NC
Parliamentary Procedure
                  (From LWV-NC Convention 1999 Workbook and LWV-US Convention 2000 Workbook)
    All convention business is accomplished by making,           This motion can be used to delay action to a more
    debating and acting upon motions. Once a topic has           opportune time when new information is available or
    been introduced by a main motion, seconded and               other decisions have been made. The motion should
    stated by the chair, it is normally before the delegate      include the place on the agenda when the action is to
    body for action. However, at League conventions,             be resumed.
    some business is introduced at one meeting, with             “I move to postpone consideration of this motion until
    action to continue at a later time. This enables             Tuesday morning, after the speaker.”
    communication and caucuses to take place among               To Limit or Extend Debate
    delegates before final decisions are made. Program           (not debatable, two-thirds vote)
    and budget are examples of such League business.             This motion is used when debate needs to be limited
    While a main motion is pending on the floor, several         as to time or number who wish to be heard, or
    subsidiary and incidental motions can be made that           extended in time, etc.
    must be decided before the main motion is acted              “I move that debate...
    upon. This means each succeeding motion can be               ...be limited to one minute per speaker.
    made, if in order, while prior motions are pending. A        ...be limited to five speakers pro and five speakers
    few such motions are discussed below.                        con.
    To Amend                                                     ...be extended to ten more speakers, one minute
    (debatable, majority vote)                                   each.”
    A motion can be amended by inserting or adding, by           To Close Debate
    striking out, or by striking out and inserting.              (not debatable, two-thirds vote)
    Amendments must be germane – that is, related to             When debate does not seem to be adding anything to
    the subject of the motion. A negative cannot be              what already has been said, debate may be closed by
    inserted to accomplish what can be done by voting            "moving the previous question". If several motions
    against a motion.                                            are pending, such as amendments, a motion to close
    “Madam president, I move to amend the motion by              debate on just the immediately pending question or
    adding the words...”                                         "all pending questions" may be made. If the motion
    “I move to amend the motion by striking out the              carries, a vote is taken immediately on the question
    words...”                                                    or questions included in the motion to close debate.
    A motion can be amended several times, but each              “I move the previous question.”
    amendment must be considered individually and                “I move all pending questions.”
    imposed of before proceeding to the next.                    “I call the question.”
    An amendment can itself be amended once.                     To Lay on the Table
    Substantial changes in wording should be done                (not debatable, majority vote)
    through amendment by substitution.                           This motion delays consideration of a matter because
    “I move to substitute the words... for the words...”         something else of an urgent nature interrupts.
    Amendments of any length should be in writing.               Although not debatable, a brief explanation of
                                                                 reasons may be given before making the motion.
    Once all amendments have been acted upon, a vote is
    taken on the motion "as amended" or as originally            A motion laid on the table comes back to the
    made if no amendment has been adopted.                       convention for action by use of the motion "to take
                                                                 from the table".
    To Refer
    (debatable, majority vote)                                   To Call the Question
    This motion is appropriate if more information or            To call for a vote on the motion.
    extensive rewording is necessary and could best be           “I call the question.”
    accomplished by a few delegates.                             MISCELLANEOUS MOTIONS
    “I move to refer this matter to a committee of three         The following motions have no rank and are usually
    appointed by the chair to report back to the                 incidental to the business pending or to convention
    convention by tomorrow morning.”                             operations. Some may interrupt other business. There
    To Postpone Definitely                                       is no debate or vote, and motions are usually ruled by
    (debatable, majority vote)                                   the chair.

5                                                          LWVNC.org                                                  #LWVNC19
Empowering Voters. Defending Democracy - 37TH CONVENTION CHAPEL HILL MAY 17 - 19, 2019 - League of Women Voters NC
Parliamentary Procedure (continued)
                    (From LWV-NC Convention 1999 Workbook and LWV-US Convention 2000 Workbook)
      Appeal from the Decision of the Chair                        original motion is again before the delegate body as
      (Usually debatable, majority vote)                           though a decision had not been reached. A vote can
      Any ruling of the chair can be submitted to the              only be considered once.          APPROVED BYLAW
      delegate body for final determination by this motion,        AMENDMENTS MAY NOT BE RECONSIDERED.
      which requires a second. The appeal must be made             RED CARD MOTIONS
      immediately after the contested ruling and is usually        Red card motions take precedence in acknowledgment
      debatable. A majority vote decides. A tie vote sustains      by the Chair. The delegate signals the Chair with a red
      the chair's ruling.                                          card and is recognized promptly. There is no debate or
      “I appeal the decision of the chair.”                        vote, and motions are usually ruled upon by the chair.
      Division of the Assembly                                     The motions may be made only for the following
      This requires a standing vote if the voice vote seems        purposes:
      inconclusive. A single delegate "calls for a division" and   Point of Information
      does not need to use a microphone, but must be               This motion is used to seek urgent information
      heard.                                                       necessary before decisions can be made.
      “I call for a division.”                                     “Point of Information, please. How much money is in
      Motion to Count the Votes                                    this budget for...?”
      (Majority vote)                                              Point of Order
      If a counted vote seems necessary, the delegate              This motion is used when the Convention Rules or
      makes such a motion, which requires a second and a           proper procedures are not being followed.
      majority vote, to have the vote retaken by use of vote       “Point of Order, please. I consider this motion out of
      cards (green for Yes, red for No).                           order because we have not voted on the amendment.”
      “I move that the vote on this question be counted.”
                                                                   Parliamentary Inquiry
      To Reconsider a Vote                                         This motion is used to ask for direction or procedure to
      (Usually debatable, majority vote)                           accomplish a parliamentary maneuver.
      This motion can be made only by a delegate who               “Parliamentary Inquiry, please. Madam President, is it
      voted on the prevailing side and on the same or next         in order to amend this motion?”
      day as the vote it proposes to reconsider. The motion
      can be moved within the time limits, although the vote       Question of Privilege
      on the motion may be delayed until a more                    This motion relates to the comfort of the delegates or
      appropriate time if other business is pending. This          the operation of the assembly.
      motion is usually debatable and requires a majority          “Question of privilege, please. With so many delegates
      vote. If the motion to reconsider is adopted, the            talking among themselves, we cannot hear the
                                                                   debate.”

                                                        Convention 2017

#LWVNC19                                                   LWVNC.org                                                          6
Empowering Voters. Defending Democracy - 37TH CONVENTION CHAPEL HILL MAY 17 - 19, 2019 - League of Women Voters NC
PROPOSED CHANGES IN LWVNC AND CEF ORGANIZATIONS
                          AT 2019 CONVENTION

                                  CURRENT STRUCTURE

          LWVNC - the 501(c)(4)                               CEF - the 501(c)(3)
    Currently the membership elects                Currently the LWVNC Board is also
    the Board, approves the budget,                this Board, approves expenditures for
    approves any bylaws changes,                   educational activities, and reports on
    approves the program and attends               activities to the LWVNC membership.
    Convention & Council.

                           PROPOSED NEW STRUCTURE

      LWVNC Advocacy - the 501(c)(4)                       LWVNC - the 501(c)(3)
    In future, the LWVNC Board will be             In future, the membership will elect
    part of this Board, approve                    the Board, approve the budget,
    expenditures for lobbying activities,          approve any by-laws changes,
    and report on activities to the                approve the program and attend
    LWVNC membership.                              Convention & Council.

7                                           LWVNC.org                                       #LWVNC19
Empowering Voters. Defending Democracy - 37TH CONVENTION CHAPEL HILL MAY 17 - 19, 2019 - League of Women Voters NC
LWVNC Bylaws Proposed Revisions
                                   Presented by Beth Springston, LWVNC

      Background – Six years ago, several state leagues (Wisconsin and Minnesota) determined there was
      no legal reason why they couldn’t be a 501(c)(3) tax deductible organization, rather than being a 501
      (c)(4) organization with an Education Fund that held the 501(c)(3) contributions. The LWVUS is not
      recommending that all leagues convert, but they are providing support for any that wish to.
      Currently, well over 120 have converted, with a few transferring all their activity to their 501(c)(3) and
      keeping their 501(c)(4) for any lobbying effort.

      Significant Differences - There are three significant differences between 501(c)(4) and 501(c)(3):
                  1. A 501(c)(4) organization can support or oppose candidates for elected office and
                     political parties, while a 501(c)(3) organization cannot. However, this difference is
                     irrelevant for League organizations, as our own internal LWV rules prohibit this kind of
                     political activity irrespective of tax classification.
                  2. There is generally no limit on the lobbying activities of a 501(c)(4) organization,
                     whereas a 501(c)(3) organization’s lobbying activities cannot constitute a “substantial
                     part” of its overall activities. These activities can be defined by the money spent, not
                     the volunteer time.
                  3. Contributions and member dues are deductible for donors and members of a 501(c)
                     (3) organization, unless (a) the funds are specifically designated by the donor or
                     member to fund a lobbying expenditure, or (b) to the extent the member or donor
                     receive something of value in exchange for the dues or contribution. Contributions
                     and dues for 501(c)(4) organizations are not deductible for donors and members.

      Rationale for Change
      The LWVNC Board discussed the advantages of structure change and voted this year to have our main
      activities paid through the Citizen Education Fund (CEF). The primary reason is that it is easier to
      raise tax deductible money and obtain grants. We did not want to merge the two organizations
      because of the lobbying effort we expected to undertake for both the Redistricting and ERA work.
      Both efforts will require funds that will be considered “substantial” by IRS rules and must be paid by
      the 501(c)(4). Experimentation with different approaches resulted in inefficiency and confusion for
      the League, our members, and our donors. Upon discussion and further consultation with LWVUS, we
      determined that the best procedure is to redo the bylaws of each organization, and legally rename
      each organization.

      Process at Convention
      - Approve a motion to change the name of LWVNC to LWVNC Advocacy - the 501(c)(4)
      - Approve a motion to change the old LWVNC bylaws to the new LWVNC Advocacy bylaws - the 501(c)
      (4)
      - Approve a motion to accept the bylaws for the new LWVNC – the 501(c)(3)

      The following pages show the two new sets of bylaws. Those for the new LWVNC are similar
      to the previous LWVNC, with the addition of required 501(c)(3) clauses and several
      recommended changes that are shown in red.

#LWVNC19                                             LWVNC.org                                                     8
Proposed BYLAWS of the
                           League of Women Voters of North Carolina Advocacy
    ARTICLE I            NAME
    The name of this organization shall be the League of Women Voters of North Carolina Advocacy (the “LWVNCA”).

    ARTICLE II           PURPOSE AND POLICY
    2.01       Purpose
    The purpose of the LWVNCA shall be to influence public policy for proposed or current legislation related to positions
    adopted by LWVNC or LWVUS.
    2.02       Policy
    The LWVNCA shall not support nor oppose any political party or candidates.

    ARTICLE III          OFFICES AND REGISTERED AGENT
    3.01     Office
    The office and location of the LWVNCA shall be in such a place in North Carolina as may be designated from time to
    time by the Board of Directors.
    3.02       Agent
    The LWVNCA shall maintain continuously within North Carolina a registered agent, which agent shall be designated
    by the Board of Directors.
    3.03       Changes
    Any change in the office or registered agent of the LWVNCA shall be accomplished in compliance with North Carolina
    statutes and as provided in these bylaws.

    ARTICLE IV           MEMBERSHIP
    The LWVNCA is a membership corporation. The League of Women Voters of North Carolina (LWVNC), a North
    Carolina 501(c)(3) corporation, is the sole and only member of the LWVNCA. No other individual or organization is
    eligible for membership. The LWVNCA shall submit an annual report of its finances and activities to LWVNC, and
    shall furnish LWVNC such other reports as it may direct.

    ARTICLE V            BOARD OF DIRECTORS
    5.01       General Powers and Duties
    The affairs of the LWVNCA shall be managed in their sole discretion, subject to the Articles of Incorporation and these
    bylaws, by the Board of Directors. The Board of Directors shall exercise the authority and powers of the LWVNCA,
    set its objectives and policies in accordance with its Articles of Incorporation and these bylaws, adopt such rules for
    the management of the LWVNCA as they from time to time deem proper and necessary to carry out the purposes of
    the LWVNCA, adopt a budget, and attend generally to its government and finances.
    5.02       Composition of the Board of Directors
    The Board of Directors shall include the members of the Board of Directors of the League of Women Voters of North
    Carolina (LWVNC) and may include other members selected by them.
    5.03       Meetings of the Board of Directors
           A. Regular meetings of the Board of Directors shall be held at least four times each year. There shall be a
              minimum of two meetings in person annually. Special meetings shall be called at the discretion of the
              President or at the request of one-third of the directors in office.
           B. The time, place and manner of all meetings of the Board of Directors shall be designated by the president.
           C. At least ten days’ notice shall be given to each director of a regular meeting of the Board of Directors. A
              special meeting of the Board of Directors may be held upon notice of at least five days.

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Proposed BYLAWS of the
                            League of Women Voters of North Carolina Advocacy
                                                              (continued)

           D. Except as otherwise provided by law, the Articles of Incorporation or these bylaws, all matters before the
              Board of Directors shall be decided by a majority vote of the directors present at a meeting at which a
              quorum exists.
           E. A director who is present at a meeting of the Board of Directors at which action on a corporate matter is
              taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the
              minutes of the meeting, or unless they shall file their written dissent to such action with the secretary of the
              meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary
              immediately after adjournment of the meeting If dissent is not noted when the minutes are circulated or
              approved, the dissenting director(s) may direct its inclusion.
           F. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without
              a meeting if the text of the resolution or matter agreed upon is sent either in writing or electronically to all
              the Directors in office and all the Directors in office consent to such action either in writing or electronically,
              setting for the action taken. Such consent shall have the same force and effect as a vote of the Board of
              Directors at a meeting and may be described as such in any document executed by the corporation.
    5.04        Quorum and Voting
    Any or all directors may participate in a meeting of the Board of Directors, or a committee of the Board of Directors,
    by means of conference telephone or by any means of communication by which all persons participating in the
    meeting are able to hear or communicate electronically with one another, and such participation shall constitute
    presence in person at the meeting. A majority of the directors constitutes a quorum at any regular or special
    meeting. Each director shall have one vote and a majority of all the votes cast at a meeting at which a quorum is
    present is sufficient to approve any matter that properly comes before the meeting.

    ARTICLE VI          OFFICERS
    6.01        Enumeration of Officers
    The officers of the LWVNCA may be the same as the officers of LWVNC. In this Article and subsequent Articles, the
    term president may refer to co-presidents and the term vice president may refer to any number of vice presidents as
    elected by LWVNC.
    6.02        Duties of the LWVNCA
    The duties and powers of the officers of the LWVNCA shall be as provided in these bylaws or (except to the extent
    they are inconsistent with these bylaws or with any provision made pursuant hereto) shall be those customarily
    exercised by corporate officers holding such offices.
    6.03        The President and Vice President
    The president shall be the chief executive officer of the LWVNCA and shall preside at all meetings of the Board of
    Directors. The vice president will fulfill the duties and exercise the powers of the president in her or his absence. In
    the case of co-presidents, they shall decide among themselves who will perform the duty when only one person is
    required.
    6.04        The Secretary and Treasurer
           A.    The secretary shall be responsible for keeping an accurate record of the proceedings of all meetings of the
                Board of Directors, and such other actions of the corporation as the Board of Directors shall direct. The
                secretary shall give or cause to be given all notices in accordance with these bylaws or as required by law
                and, in general, perform all duties customary to the office of secretary.
           B.   The treasurer shall have the custody of and be responsible for all corporate funds and securities and shall
                keep full and accurate accounts of receipts and disbursements in the books of the LWVNCA. The treasurer
                shall deposit or cause to be deposited all monies or other valuable effects in the name of the LWVNCA in
                such depositories as shall be selected by the Board of Directors.
           C.   The treasurer shall disburse the funds of the LWVNCA as may be ordered by the Board of Directors or its
                delegate, taking proper vouchers for such disbursements, and shall render an account of all their

#LWVNC19                                                     LWVNC.org                                                              10
Proposed BYLAWS of the
                          League of Women Voters of North Carolina Advocacy
                                                           (continued)

             transactions as treasurer and of the financial condition of the LWVNCA to the Board of Directors at its
             regular meeting.

     ARTICLE VII      COMMITTEES
     7.01    Executive Committee
     By a majority vote of the directors in office, the Board of Directors may designate an executive committee consisting
     of the president, who shall be chairman of the executive committee, and the officers of the LWVNCA. The Board of
     Directors may designate one or more of the Directors as alternate members of the Executive Committee, who may
     replace any absent or disqualified member at any meeting of the Committee upon the request of the President.
     Except as otherwise required by these bylaws, the Executive Committee shall have such authority as the Board of
     Directors shall grant to it for the management of the LWVNCA. The Executive Committee shall keep regular minutes
     of its proceedings and shall report the same to the Board of Directors at its next meeting. Vacancies in the Executive
     Committee shall be filled by the Board of Directors at a regular or special meeting.
     7.02    Other Committees
     The Board of Directors may create other committee(s) consisting of directors or other persons which committee(s)
     shall have such authority as the Board of Directors may, by law, direct.

     ARTICLE VIII     INDEMNIFICATION
     The LWVNCA shall indemnify any director or officer or former director or officer of the LWVNCA against expenses
     actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which
     they are made a party by reason of being or having been such a director or officer, except in relation to matters as to
     which she or he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the
     performance of a duty. The indemnification provided by this Article shall not be deemed exclusive of any other rights
     to which such director or officer may be entitled under any bylaw, agreement, or vote of the Board of Directors. No
     payment shall be made under this Article if such payment would result in any liability for tax under chapter 42 of the
     Code.

     ARTICLE IX       FINANCES
     9.01    Restrictions on Use of Income
     No part of the net income of the LWVNCA shall inure to the benefit of, or be distributable or paid to, its directors,
     officers or other private persons, except that the LWVNCA shall be authorized to pay reasonable compensation for
     services rendered, to make payments and distributions in furtherance of the purpose set forth in Article II, and to
     reimburse any Director for their actual and reasonable expenses incurred in connection with the administration of
     the affairs of the LWVNCA.
     9.02    Execution of Agreements
     The president and such other officers as may be authorized by the Board of Directors may enter into and execute on
     behalf of the LWVNCA contracts, leases, debt obligations and all other forums of agreements or instruments
     permitted by law, the Articles of Incorporation and these bylaws, except where such documents are required by law
     to be otherwise signed and executed, or where the signing and execution thereof shall be exclusively delegated to
     some other Officer or agent of the LWVNCA.
     9.03    Checks
     All checks, drafts or other orders for the payment of money shall be signed by such officer or director of such other
     person or persons as the Board of Directors may from time to time delegate.
     9.04    Fiscal Year and Review of the Books
     The fiscal year of the LWVNCA shall be the same as the fiscal year of LWVNC. The financial transactions of the
     LWVNCA shall be reviewed by a committee appointed under the provisions of Article VII, 7.02, when a new treasurer

11                                                       LWVNC.org                                                     #LWVNC19
Proposed BYLAWS of the
                         League of Women Voters of North Carolina Advocacy
                                                          (continued)

    takes office, and no less frequently than biennially, or as directed by the Board of Directors, and a report of the
    review shall be made to the Board of Directors at its next meeting or within thirty days, whichever comes later.

    ARTICLE X         DISSOLUTION
    In the event of a dissolution of the LWVNCA for any cause, the LWVNCA shall, after the board has paid or made
    provisions for the payment of all its liabilities, pay to LWVNC all monies and securities which may at the time be
    owned by or under the absolute control of LWVNCA. All other property, whether real, personal or mixed, which at
    the time may be owned by or under the control of the LWVNCA, shall be disposed of by the board of the LWVNCA.

    ARTICLE XI        AMENDMENTS
    11.01 Amendment of Bylaws
    These bylaws may be altered, amended or repealed, or new bylaws may be adopted, at any meeting of the Board of
    Directors, by a two-thirds vote of the voting members present, if at least ten days’ written notice is given of the
    intention to take such action at such meeting, and subject to approval by the Board of Directors of LWVNC.
    11.02 Amendment of Articles of Incorporation
    The Articles of Incorporation may be altered or amended, or new Articles of Incorporation may be adopted, at any
    meeting of the Board of Directors, by a two-thirds vote of the voting members present, if at least ten days’ written
    notice is given of the intention to take such action at such meeting, and subject to approval by the Board of
    Directors of LWVNC.

    ARTICLE XII       ADOPTION
    The bylaws above were adopted as amended by two-thirds of the members at the LWVNC Convention on May 19,
    2019.

    ____________________
    Jana Albritton, Secretary

#LWVNC19                                                  LWVNC.org                                                        12
BYLAWS of the League of Women Voters of North Carolina, Inc.
                                              to be approved at 2019 Convention

     ARTICLE I        NAME
     The name of this organization shall be the League of Women Voters of North Carolina, Inc. (LWVNC). [hereinafter
     referred to as LWVNC in these bylaws]. This state League is an integral part of the League of Women Voters of the
     United States, [hereinafter referred to in these bylaws as LWVUS].

     ARTICLE II       PURPOSE AND POLICY
     2.01    Purpose
     The purpose of LWVNC shall be to promote political responsibility through informed and active participation in
     government. The LWVNC encourages informed and active participation in government, works to increase
     understanding of major public policy issues, and influences public policy through education and advocacy.
     LWVNC, which is organized under the North Carolina Nonprofit Corporation Act, shall operate exclusively for
     charitable and educational purposes and in a manner consistent with Chapter 55A of the General Statutes of North
     Carolina and Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax
     code. Notwithstanding any other provision of these Articles, LWVNC shall not carry on any other activities not
     permitted to be carried on by a corporation exempt from Federal Income Tax under such provisions of the Internal
     Revenue Code. No substantial part of the activities of LWVNC shall be the carrying on of propaganda or otherwise
     attempting to influence legislation.
     2.02   Policy
     LWVNC shall not support nor oppose any political party or candidates.

     ARTICLE III      OFFICES AND REGISTERED AGENT
     3.01     Office
     The office and location of LWVNC shall be in such a place in North Carolina as may be designated from time to time by
     the Board of Directors.
     3.02     Agent
     LWVNC shall maintain continuously within North Carolina a registered agent, which agent shall be designated by the
     Board of Directors.
     3.03     Changes
     Any change in the office or registered agent of LWVNC shall be accomplished in compliance with North Carolina
     statutes and as provided in these bylaws.

     ARTICLE IV       MEMBERSHIP
     4.01    Eligibility
     Any person who subscribes to the purpose and policy of LWVNC shall be eligible for membership.
     4.02    Types of Membership
             a. Voting Members are
                  1. those persons at least sixteen years of age who are enrolled in recognized local Leagues, members-at
                     -large (MAL) units of LWVNC or enrolled as state members-at-large and
                  2. those who have been members of LWV for 50 years or more shall be life members excused from the
                           payment of dues.
             b. Associate Members are all other members who are enrolled in recognized local Leagues or the LWVNC.

     ARTICLE V        OFFICERS
     5.01     Enumeration and Election of Officers
     The officers of the LWVNC shall be a president or co-presidents who may choose to serve staggered terms, or a
     management team, a 1st vice president, a 2nd vice president, a secretary and a treasurer; each one may vote on issues.
     They shall be elected by the Convention and shall hold office until the conclusion of the next regular biennial
     Convention or until their successors have been qualified and elected.

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BYLAWS of the League of Women Voters of North Carolina, Inc.
                                         to be approved at 2019 Convention (continued)

     5.02     President
     The term president shall refer to the president, a co-president or any member of the management team as
     appropriate to the circumstances. The president or member of the management team (hereinafter referred to as the
     president) shall preside at all meetings of the organization or of the board of directors (hereinafter referred to as the
     board) and represent the organization to the public at an assembly, unless the president designates another person
     to preside. 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, and 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.
     5.03     1st Vice President
          st
     The 1 vice president shall, in the event of absence, resignation, disability, or death of the president assume all the
     powers and perform all the duties of the president. In the event that the 1st vice president is unable to serve in this
     capacity, the board shall elect one of its LWVNC members to fill the vacancy. After one year, the 1st vice president
     may ascend to the co-presidency using the staggered co-president method and serve as co-president.
     5.04      2nd Vice President
     The 2 vice president, shall, in the event of absence, resignation, disability, or death of the 1st vice president, assume
           nd

     all the powers and perform all the duties of that office. In the event the 2nd vice president is unable to serve in this
     capacity, the board shall elect one of its LWVNC members to fill the vacancy. The 2nd vice president shall perform
     such duties as the president and board may designate.
     5.05      Secretary
     The secretary shall keep minutes of Convention, Council and of meetings of the board. The secretary shall notify all
     officers and directors of their election and shall sign, with the president, all contracts and other instruments when so
     authorized by the board and shall perform such other functions as may be incident to the office.
     5.06     Treasurer
     The treasurer, or a duly appointed assistant, shall collect and receive all monies, deposit them in a bank or banks
     designated by the board and disburse the same upon order of the board. The treasurer shall present periodic
     statements to the board at its regular meetings and an annual report to the Convention or Council. The books of the
     treasurer shall be reviewed by the board prior to the meeting of Convention or Council, and a financial review by an
     independent outside source shall be performed annually after the end of the fiscal year.

     ARTICLE VI        BOARD OF DIRECTORS
     6.01     Number / Manner of Selection / Term of Office
     The board shall consist of the officers of the LWVNC, a minimum of three elected directors and appointed directors
     the number of which is not to exceed the number of elected directors. The Convention shall elect the directors, and
     they shall serve until the conclusion of the next regular biennial Convention or until their successors have been
     elected and qualified. The elected board members shall appoint such additional directors, not exceeding the number
     of elected directors, as they deem necessary to carry on the work of the League. The terms of office of the appointed
     directors shall be for one year.
     6.02     Qualifications
     No person shall be elected or appointed or shall continue to serve as an officer or director of this corporation unless
     this person is a voting member of the LWVNC.
     6.03     Vacancies
     Any vacancy occurring on the board of directors or of an officer by reason of resignation, death or disqualification
     may be filled prior to the next Convention by a majority vote of the remaining members of the board. An officer or
     director elected to fill a vacancy shall serve for the unexpired term of office and shall be considered an elected
     member.
     Any board member absent from three consecutive meetings without notifying the board president or secretary in
     advance of the meeting may be asked to resign from the board.
     6.04     Powers and Duties
     The board of directors shall have full charge of the property and business of the corporation with full power and
#LWVNC19                                                   LWVNC.org                                                             14
BYLAWS of the League of Women Voters of North Carolina, Inc.
                                        to be approved at 2019 Convention (continued)

     authority to manage and conduct the same, subject to the instructions of the Convention. The board shall plan and
     direct the work necessary to carry out the Program on selected governmental issues as adopted by the Convention. It
     shall accept responsibility delegated to it by the board of the LWVUS for the organization and development of local
     Leagues, for the carrying out of Program, and for promotion in the local Leagues of finance programs requisite to
     further the work of the League as a whole, including adequate state and national budgets. The board shall create and
     designate such special committees as it may deem necessary.
     6.05      Regular Meetings
     The board shall have at least four regular meetings annually. The president shall send notice of all regular meetings to
     each member of the board at least one week before any such meeting, giving the time and the place of the meeting.
     Action taken at regular board meetings at which a quorum is present cannot be invalidated because of failure of a
     member or members of the board to receive any notice properly sent or because of any irregularity in any notice
     actually received. LWV members, as observers, without voting privilege, may attend all meetings.
     6.06     Special Meetings
     The president may call special meetings of the board, and shall call a special meeting upon written request of a simple
     majority of the board. Members of the board shall be notified of the time and place of special meetings by letter, fax
     or e-mail sent at least six days prior to such meetings. However, during a Convention the president may, or upon the
     request of a simple majority of the board, call a special meeting of the board by handing the members of the board a
     written notice of the time and place of said meeting.
     6.07     Quorum
     A simple majority of the members of the board including officers constitutes a quorum.
     6.08    Conduct of meetings
     The board may conduct meetings by teleconference, video conference or other forms of technology approved by the
     board. Such meetings must be conducted by a technology that allows all persons participating to hear and deliberate
     simultaneously. The board and/or committees may conduct business by electronic mail, provided that all
     asynchronous communication is fully documented. All such business will be entered into the board’s minutes.

     ARTICLE VII       EXECUTIVE COMMITTEE
     The executive committee shall consist of the president, co-presidents or management team, vice-presidents,
     secretary, and treasurer. The executive committee may meet between regular scheduled meetings of the full board
     to review League business that needs to be addressed in a timely manner and take action when needed, except that
     non-budgeted expenditures shall be limited to one thousand dollars ($1,000). It shall report recommendations and
     actions to the full board either through written communication or at the next scheduled meeting.

     ARTICLE VIII      RECOGNITION OF LOCAL LEAGUES
     8.01      Local Leagues
            a. Local Leagues are those Leagues that have been so recognized by the LWVUS.
            b. The LWVNC board shall recommend to the LWVUS Board of Directors that it recognize as a local League
                applicants that meet the qualifying standards adopted by the LWVUS.
            c. In the event of recurring failure of a local League to meet these qualifying standards, the board of LWVNC
                may recommend to the national board that it withdraw recognition from the local League. All funds held by
                the local League from which recognition has been withdrawn shall be paid to the LWVNC.
     8.02    MAL Units
     A member-at-large (MAL) unit consists of a group of LWVNC members who are not affiliated with an established local
     League and adhere to the LWVUS non-partisan policy. MAL units may operate indefinitely and should conduct
     regular meetings. MAL units with at least 7 members shall be entitled to voter representation at Council and
     Convention.

     ARTICLE IX        FINANCIAL ADMINISTRATION
     9.01     Fiscal Year
     The fiscal year of LWVNC shall be from July 1 to June 30.

15                                                       LWVNC.org                                                     #LWVNC19
BYLAWS of the League of Women Voters of North Carolina, Inc.
                                      to be approved at 2019 Convention (continued)

   9.02     Financial Support
   Financial support for the work of LWVNC as a whole shall be assumed annually by the local Leagues and MAL units
   through the payment of dues.
        a. Members of local Leagues and MAL units shall pay annual dues to their local League or MAL. Each local
              League and MAL shall make a per-member payment (PMP) directly to LWVNC. The amount of the PMP will
              be determined at the Convention by a three-fifths vote of those present and voting.
        b. When two members reside in a common household, each local League shall make a payment equal to one
              and one-half times the determined per-member payment.
   9.03      Payment Schedule for Leagues and MALs
   Invoices to local Leagues for their state annual PMP, and invoices to MAL units and members for annual dues, will be
   sent out by LWVNC in the first month of the fiscal year. (LWVUS will invoice LWVNC for the MAL national PMP, at the
   same time they invoice local Leagues directly for their national PMP.) Annual dues shall be paid to the LWVNC by the
   first day of the fiscal year. The LWVNC shall make a PMP directly to LWVUS for MALs. Local Leagues pay their PMP
   directly to the LWVUS.

   9.04     Budget
   The board shall submit to the Convention, for adoption, a budget for the ensuing two fiscal years. This budget shall
   provide for the support of the state League. A copy of the proposed budget shall be sent to each local League at least
   two months in advance of the Convention.
   9.05     Budget Committee
   A committee to be appointed for that purpose at least four months in advance of the Convention or Council shall
   prepare the budget. The treasurer shall be, ex officio, a member of the budget committee but shall not be eligible to
   serve as chair.

   ARTICLE X        CONVENTION
   10.01 Place, Date, and Call
   LWVNC shall hold Convention biennially in the odd numbered years. The board shall determine the time and place of
   the next Convention after obtaining agreement from the Local League in the location chosen, and will make every
   effort to announce the location at the time of the current Convention. The president shall send a first call for
   Convention to the presidents of the local Leagues and MAL units not less than four months prior to the opening date
   of the Convention. Thereafter the board may advance or postpone the opening date of the Convention by not more
   than two weeks. A final call for Convention shall be sent to the presidents of Local Leagues and MAL units at least
   thirty days before the opening date of the Convention.
   10.02 Composition
   The Convention shall consist of
        a. the delegates chosen by the members enrolled in the local Leagues in the numbers provided in Section 4 of
            this article,
        b. the president of each local League, or an alternate in the event the president is unable to attend,
        c. a delegate from each MAL unit with a minimum of 7 members, members of the board of LWVNC, and
            observers without voting privilege, who do not meet the specifications in Section 4 of this Article.
   10.03 Qualifications of Delegates and Voting
   Each delegate shall be a voting member enrolled in a recognized local League or MAL unit having a minimum of 7
   members. Each delegate representing a local League shall be entitled to vote only if that League has met its per-
   member payment. A delegate representing a MAL Unit shall be entitled to vote only if annual LWVNC dues are
   current. The state board may make an exception in the case of proven hardship. No delegate shall be entitled to
   more than one vote, and absentee or proxy voting shall not be permitted. The Convention shall be the final judge of
   whether a delegate is qualified to vote.
   10.04 Representation
   The members of the LWVUS who are organized into recognized local Leagues or MAL units in the state of North
   Carolina shall be entitled to voting representation at the Convention as follows:
#LWVNC19                                                 LWVNC.org                                                          16
BYLAWS of the League of Women Voters of North Carolina, Inc.
                                        to be approved at 2019 Convention (continued)

          a.   The president or alternate of each local League, or of a MAL unit with a minimum of 7 members shall be
               entitled to one vote.
          b.   Each local League shall be entitled to one delegate in addition to the president or an alternate chosen by
               the local League in the event the president is unable to attend.
          c.   Local Leagues with more than thirty-five voting members shall be entitled to one delegate for each
               additional fifteen members belonging to said local League. The record in the state League office of paid
               voting members as of January 31 of said year shall determine the official membership count for this
               purpose.
     10.05 Powers
     The Convention shall consider and authorize for action a Program, elect officers and directors, adopt a budget for the
     ensuing two years, and transact such other business as may be properly presented.
     10.06 Quorum
     A quorum shall consist of a simple majority of the delegates registered at the Convention provided that at least a
     simple majority of local Leagues is represented as well as a simple majority of board members.
     10.07 Conduct of business
     The business of Convention may be conducted by teleconference, videoconference or other forms of technology
     approved by the LWVNC Board of Directors. All business conducted by teleconference, videoconference or other
     forms of technology must use a technology that allows all registered delegates to hear and deliberate simultaneously.
     The board may establish special rules to conduct such meetings in a way that ensures immediate, real-time
     communication among delegates.

     ARTICLE XI       COUNCIL
     11.01 Place, Date, and Call
     A meeting of the Council shall be held in the interim year between Conventions approximately twelve months after
     the preceding Convention, at a time and place to be determined by the board of the LWVNC. The president of LWVNC
     shall send a formal call to the presidents of the local Leagues and MAL units of North Carolina at least two months
     before a Council meeting. Special meetings may be called in case of extreme emergency.
     11.02 Composition
     The Council shall be composed of
          a. the presidents of each local League (or an alternate) and a delegate from each MAL unit with a minimum of
              7 members. Other leaders may attend as observers.
          b. one delegate chosen by each local League.
          c. the members of the board of LWVNC.
     11.03 Powers
     The Council shall give guidance to the board on Program and methods of operation for the ensuing year. The Council
     is authorized to change the Program only in an emergency, provided
           a. notice of the proposed changes to the program shall have been sent to the presidents of the local Leagues
                and MAL units at least one month in advance of the Council.
           b. the change is adopted by a two-thirds vote of those present and voting.
     11.04 Quorum
     A quorum for the transaction of business at Council meeting shall consist of representation from a simple majority of
     local Leagues and a simple majority of state board members.
     11.05 Conduct of business
     The business of Council may be conducted by teleconference, videoconference or other forms of technology
     approved by the LWVNC board. All business conducted by teleconference, video conference or other technology
     must use a technology that allows all registered delegates to hear and deliberate simultaneously. The board may
     establish special rules to conduct such meetings in a way that ensures immediate, real-time communication among
     delegates.

17                                                        LWVNC.org                                                   #LWVNC19
BYLAWS of the League of Women Voters of North Carolina, Inc.
                                      to be approved at 2019 Convention (continued)

    ARTICLE XII      NOMINATIONS AND ELECTIONS
    12.01 Nominating Committee
    The nominating committee shall consist of five members, two of whom shall be members of the board. The chair and
    two members, who shall not be members of the board, shall be elected by the Convention. The current nominating
    committee shall make nominations for these offices. The board shall appoint the other members of the committee
    immediately after the Convention. The board shall fill any vacancy occurring in the nominating committee by reason
    of death, resignation or disqualification. The president of the LWVNC shall send the name and address of the chair of
    the nominating committee to the president of each recognized local League and MAL Unit.
    12.02     Suggestions by local Leagues and MAL units
    The chair of the nominating committee shall request, through the president of each local League, suggestions for
    nominations for offices to be filled. The president or secretary of such League or unit shall send suggestions for
    nominations to the chair of the nominating committee at least three months before the opening date of Convention.
    In addition, any member may also send suggestions directly to the chair of the nominating committee at least three
    months before the opening date of Convention.
    12.03 Report of the nominating committee and nominations from the floor
    The nominating committee shall send a report of its nominations for LWVNC officers and directors and the chair and
    two members of the succeeding nomination committee to the local Leagues at least one month before the opening
    date of the Convention. The report of the nominating committee shall be presented to the Convention on the first
    day of the Convention. Immediately following the presentation of this report nominations may be made from the
    floor, provided the consent of the nominee has been obtained.
    12.04 Election
    The election shall be under the direction of an election committee appointed by the president on the first day of the
    Convention. The election shall be by ballot, except when there is only one nominee for each office. In this case it
    shall be in order to move that the secretary cast the ballot for every candidate. A majority vote shall constitute an
    election.

    ARTICLE XIII     PROGRAM
    13.01 Principles
    The governmental principles adopted by the national Convention and supported by the League as a whole constitute
    the authorization for the adoption of Program.
    13.02 Program
    The Program of the LWVNC shall consist of
        a. action to implement the principles and
        b. those state government issues chosen for concerted study and action.
    13.03    Convention Action
    The Convention shall act upon the state Program using the following procedures:
        a. Local League and MAL unit boards may make suggestions for state Program to the board at least three
            months prior to the opening date of the Convention.
        b. The board of directors shall consider the suggestions and shall formulate a proposed recommended
            Program that shall be submitted to the local boards at least two months prior to Convention.
        c. A majority vote shall be required for the adoption of the proposed Program recommended by the board.
        d. Any suggestions for changes in proposed recommended state Program submitted to the board of the
            LWVNC at least three months before the Convention but not recommended by the board may be adopted
            by the Convention if a majority votes to consider suggested changes and the proposal for adoption receives
            a two-thirds vote before Convention adjourns.
        e. Any suggestions of an editorial nature such as spelling, grammar or punctuation shall be discussed by the
            program committee on the first day of Convention.
    13.04 Council Action
    The Council may change the Program as provided in Article XI.
    13.05    Member Action
#LWVNC19                                                LWVNC.org                                                           18
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