League of Women Voters of the District of Columbia
Amended June 1, 2017.
ARTICLE 1. Name.
The name of the Trust shall be League of Women Voters of the District of Columbia, hereinafter referred to as the “LWVDC.” The LWVDC is an integral part of the League of Women Voters of the National Capital Area (herein referred to as “LWVNCA”) and the League of Women Voters of the United States (herein referred to as “LWVUS”).
ARTICLE II. Purpose and Policy of the LWVDC.
Section 1. Purpose. The purpose of the LWVDC is to promote political responsibility through informed and active participation in government and to act on selected governmental issues. The LWVDC is organized and shall be operated exclusively for educational purposes, and for other charitable, scientific, and literary purposes within the District of Columbia. No part of the income of the LWVDC shall inure to the benefit of any private shareholder or individual and no substantial part of the activities of the LWVDC shall be the carrying on of propaganda, or otherwise attempting, to influence legislation.
Section 2. Policy. The LWVDC shall not support or oppose any political party or candidate. Nor shall the LWVDC participate or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office or be partisan in its approach to political campaigns.
ARTICLE III. Membership.
Section 1. Eligibility. Any person who subscribes to the purposes and policy of the LWVDC shall be eligible for membership.
Section 2. Types of Membership.
A. Voting Members. Persons at least 16 years of age who join the LWVDC shall be voting members of local Leagues and of the LWVUS.
B. Associate Members. All others who join the LWVDC shall be associate members.
ARTICLE IV. Board of Trustees.
Section 1. General and Qualifications. Provision is made for both elected and appointed officials. Officers of the LWVDC (as specified in Article VI) shall also constitute the Officers of the Board of Trustees. No person shall be elected or appointed or shall continue to serve as an officer or Trustee of this organization unless that person is a voting member of the LWVDC.
Section 2. Number, Manner of Selection, and Term of Office. The Board of Trustees shall consist of the officers of the LWVDC (as specified in Article VI, Section 1), six (6) elected trustees and not more than six (6) appointed trustees. Three trustees shall be elected by the general membership at each Annual Meeting and shall serve for a term of two years, or until their successors have been elected and qualified. The elected members shall appoint such additional trustees, not exceeding six (6), as they deem necessary to carry on the work of the LWVDC. The terms of office of the appointed trustees shall be one year and shall expire at the conclusion of the next Annual Meeting.
Section 3. Vacancies. Any vacancy, except the office of President (see Article VI, Section 3), occurring in the Board of Trustees because of the resignation, death, or disqualification of an office or elected member may be filled, until the next Annual Meeting, by a majority vote of the remaining members of the Board of Trustees. Three consecutive absences from a Board meeting of any member without a valid reason shall be deemed a resignation.
Section 4. Powers and Duties. The Board of Trustees shall have full charge of the property and business of the organization, with full power and authority to manage and conduct same, subject to the instructions of the general membership. It shall plan and direct the work necessary to carry out the program as adopted by the National Convention and the Annual Meeting. The Board shall create and designate such special committees as it may deem necessary.
Section 5. Meetings: There shall be not fewer than four regular meetings of the Board of Trustees annually. The president may call special meetings of the Board of Trustees and shall call a special meeting upon written request of four members of the Board. Such call may be by postal mail, e-mail, and/or facsimile communication. Additionally, the president or any two members of the Board may submit any questions in writing (postal mail, e-mail and/or facsimile communications) to each member of the Board of Trustees. Each Trustee shall then vote Yes or No on the said question and transmit that vote promptly to the requesting party(s), shall transmit a signed copy of her/his vote to the office, and if using email, shall transmit a copy of the reply to all other trustees. An affirmative or negative answer by a majority of all the Trustees shall constitute effective action in the premises by the Board of Trustees, to the same effect as if such action had been taken at a meeting of the Board of Trustees duly called and at which a quorum was present.
Section 6. Quorum: A majority of the members of the Board of Trustees shall constitute a quorum.
Section 7. Executive Committee: The Executive Committee shall consist of the elected officers and such other members as may be needed for the matter to be discussed. A majority of the members of the Executive Committee shall constitute a quorum. The Committee shall meet upon the call of the President or upon the written request of three officers. Meetings of the Executive Committee shall be open to all trustees, and minutes of each Executive Committee shall be open to all trustees, and the minutes of each Executive Committee meeting shall be sent to all trustees. Between meetings of the Board of Trustees, or when specifically authorized by the Board of Trustees, the Executive Committee shall exercise the authority of the Board in all matters except filling vacancies on the Board of Trustees. Decisions and recommendations of the Executive Committee shall be reported to the Board of Trustees at its next meeting.
ARTICLE V. Powers of Board of Trustees.
The Board of Trustees, without application to any Court for more especial authority therefor, shall have discretionary power in the management of the LWVDC:
A. To receive and accept gifts and donations from the general public or any other source for the purpose of the LWVDC, hereinabove expressed, and for administration in accordance with the provisions of this Trust Agreement.
B. To receive and accept for administration in accordance with the provisions of this Trust Agreement, gifts and donations from any source, for an express purpose; provided such purpose is within the scope of the purposes of the LWVDC hereinabove expressed. The officers or trustees of the LWVDC may accept on its behalf, any designated contribution, gift or devise consistent with its educational purposes. Where consistent with such purposes, designated contributions by donors will be accepted, and designations honored, as to special funds, purposes or uses provided, however, that the LWVDC at all times reserves all rights over, interest in and control of such designated contributions and full discretion as to the ultimate expenditure or distribution of the contribution, whether or not in satisfaction of any specified LWVDC, purpose or use. In the event the LWVDC should be the beneficiary of any gift, devise, or bequest, subject to conditions subsequent with respect to the administration or alienation of said property, it shall at all times act in a manner consistent with such conditions and the educational purposes to be served.
C. To disburse all funds of the LWVDC, whether received as gift, donation, or income, to effectuate any of the purposes of this LWVDC as hereinabove expressed.
D. To sell, without notice, at public or private sale, and to exchange, mortgage, leases, pledge, partition, appraise, apportion, divide in kind, borrow on, or hypothecate any and all of the trust funds and properties, whether realty or personally, upon such terms and conditions as they may deem best, and in so doing to execute necessary deeds or other instruments. No person dealing with the Trustees shall be required to look to the application of any money or other property paid or transferred to the Trustees.
E. To retain any properties, securities, or investments now or hereafter transferred to them and to invest and reinvest any such assets or any fund or moneys coming into their hands as Trustees, in stocks, bonds, securities or other properties, real or personal, without being limited to investments which are prescribed by law for trust funds and without liability on the
Trustees’ part for any loss or depreciation in value of any such investments; provided, however, that the Trustees shall not make investments with a view toward obtaining short-term trading profits.
F. To hold or register securities in their names as Trustees, or in the name of their nominees, or to take and keep the same unregistered and to retain them in such condition that they will pass by delivery.
G. To borrow money for any purpose in connection with the administration of the trusts and to encumber or pledge all or any part of the trust properties as security therefore.
H. To pay all reasonable costs, charges, and expenses incurred in the administration of the trusts.
I. To pay from Principal or income such assessments, expenses, or sums of money as the Trustees deem expedient for the protection of any of the trust investments.
J. To employ such agents, attorneys, and counsel, including investment counsel, as may be reasonably necessary or desirable in managing, protecting, and investing the trust funds, and to pay them reasonable compensation therefore.
K. To contract with others and to stipulate in the contract or contracts against the personal liability of the Trustees.
L. To vote, in person or by proxy, any stock held in trust and to exercise any and all rights of stockholders, bondholders, and security holders, with respect to any stocks, bonds, or other securities held in trust, including the exercise of subscription rights and conversion privileges, and to participate in consolidation, merger, reorganization, or financial readjustment of any corporation or corporations, including the exchange of securities and stock in connection therewith.
M. To defend suits at law or in equity or before any other bodies or tribunals, affecting the trust; to begin suits and prosecute the same to final judgment or decree; to compromise claims or suits or submit the same to arbitration; to maintain actions to foreclose mortgages which may at any time form part of the Trust, or, in lieu of foreclosure, to accept deeds from the owners.
N. To do any and all other acts and things necessary, proper, or advisable to effectuate the purposes of the Fund.
In the exercise of any of the powers herein conferred the Trustees shall be free and wholly exonerated from liability on account of any honest error of judgment or by reason of acts or things done, suffered, or omitted in good faith and without willful default or neglect.
ARTICLE VI. Officers of the LWVDC.
Section 1. Enumeration and Election of Officers. The officers of the LWVDC shall be a President, a 1st Vice President, a 2nd Vice President, a 3rd Vice President, a Secretary, and a Treasurer, who shall be elected for terms of two years by the general membership at an Annual Meeting and take office immediately. The President, the 2nd Vice President and the Secretary shall be elected in odd numbered years. The 1st Vice President, 3rd Vice President and the Treasurer shall be elected in even numbered years. No person shall be elected or appointed or shall continue to serve as an officer or Trustee of this organization unless that person is a voting member of the LWVDC.
Section 2. The President: The President shall preside at all meetings of the organization and of the Board of Trustees. 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. The office of President may be shared by more than one person. A President–Elect may be elected for a term of one year in even-numbered years.
Section 3. The Vice Presidents. The three Vice Presidents, in the order of their rank, shall, in the absence, disability or death of the President, possess all the powers and perform all the duties of that office. In the event that none of the Vice Presidents is able to serve in this capacity, the Board of Trustees shall elect one of their members to fill the vacancy. The Vice Presidents 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 LWVDC and of the meetings of the Board of Trustees. The Secretary shall notify all officers and directors of their election, and shall perform such other functions as may be incident to the office. The Secretary shall sign with the President all contracts and other instruments when so authorized by the Board.
Section 5. The Treasurer. The Treasurer shall collect and receive all money due. The Treasurer shall be the custodian of those moneys, shall deposit them in a bank designated by the Board of Trustees, and shall disburse the same only upon the order of the Board. The Treasurer shall present statements to the Board at their regular meetings and a report of financial review within six months of the close of the fiscal year.
ARTICLE VII. Financial Administration.
Section 1. Fiscal Year. The Fiscal Year of the LWVDC shall commence of the first day of April of each year.
Section 2. Dues. The Board of Trustees shall recommend the amount of annual dues, subject to the approval of a majority of the members present and voting at the Annual Meeting. Members shall be given 30 days’ notice of any dues change. If approved, this dues change shall take place immediately. Annual dues shall be payable on April 1, which is the first day of the LWVDC’s fiscal year. Where two members reside at the same address in a common household, the dues for both may be one and one half times the dues for one member. Any member who fails to pay dues within three months after the due date may be dropped from the membership rolls.
Section 3. Budget. The Board of Trustees shall submit the budget for the ensuing year to the Annual Meeting for adoption. The budget shall include support for the work of the LWVDC as a whole. The Board of Trustees may make necessary adjustments of items within a budget which has been accepted by the membership.
Section 4. Budget Committee. A Budget Committee shall be appointed by the Board of Trustees at least two months prior to the Annual Meeting to prepare a budget for the ensuing year. The Treasurer shall not be eligible to serve as a Chairman for the Budget Committee. The proposed budget shall be sent to all members one month before the Annual Meeting.
Section 5. National and Regional Per Member Payment (PMP). The LWVDC shall make a Per Member Payment to the LWV US in the amount determined by the LWVUS and a Per Member Payment to the LWVNCA in the amount determined by the LWVNCA. When the PMP for either the LWVUS or the LWVNCA is increased, the dues for the LWVDC will automatically be increased by the same amount at the beginning of the new fiscal year.
Section 6. Compensation. The Trustees shall not be entitled to any compensation for services rendered as Trustees, but a reasonable and proper compensation may be paid to any Trustee acting in a professional capacity in behalf of the LWVDC.
Section 7. Dissolution. In the event of the dissolution of the LWVDC 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 LWVDC shall be distributed at the discretion of the Board of Trustees, or such other persons as shall be charged by law with the liquidation or winding up of the LWVDC 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, 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 VIII. Meetings of the LWVDC.
Section 1. Membership Meetings. There shall be at least one (1) meeting of the membership each year. The time and place shall be determined by the Board of Trustees. Members shall be notified at least one week in advance of any meeting. A special meeting of the membership shall be called by the Secretary upon written request of twenty (20) voting members.
Section 2. Annual Meeting. An Annual Meeting shall be held between April 1st and May 15th, the exact date to be determined by the Board of Trustees. The Annual Meeting shall:
A. Adopt, in odd-numbered years, a local program for the ensuing two years.
B. Elect officers and Trustees, members of the Nominating Committee.
C. Adopt an adequate budget.
D. Transact such other business as may properly come before it.
Section 3. Quorum. Ten percent (10%) of the voting members reported to the LWVUS in January of the current calendar year shall constitute a quorum at all meetings of the LWVDC.
ARTICLE IX. Nominations and Elections.
Section 1. Nominating Committee. The Nominating Committee shall consist of five members, two of whom shall be members of the Board of Trustees. The Nominating Committee Chair and two members, who shall not be members of the Board, shall be elected at the Annual Meeting. Nominations for those offices shall be made by the current Nominating Committee. The other members shall be appointed by the Board of Trustees immediately following the Annual Meeting. Suggestions for officers and trustees may be sent to the Nominating Committee by any voting member of the LWVDC and such names shall be given consideration when the slate is made by the Nominating Committee. Any vacancy occurring during the year shall be filled by majority vote of the Board of Trustees.
Section 2. Nominating Committee Report and Nominations from the Floor. The Nominating Committee shall prepare a report, naming a candidate, or candidates, for each office to be filled (officers, directors, and members of the succeeding nominating committee), securing the consent of candidates and providing short biographical sketches. The report shall be sent to all members one month before the date of the Annual Meeting. Immediately following the presentation of this report, nominations may be made from the floor by any voting member provided the consent of the nominee shall have been secured.
Section 3. Elections. The election shall be by ballot, provided that, when there is one nominee for each office, the Secretary may be instructed to cast the ballot for every nominee. A majority vote of those qualified to vote and voting shall constitute an election. Absentee or proxy voting shall not be permitted.
ARTICLE X. Local Program.
Section 1. Principles. The Principles adopted by the LWV US National Convention shall be the authorization for the program to be adopted.
Section 2. Program. The Program shall consist of the following:
A. Action to implement the principles.
B. Those governmental issues chosen for concerted study and action.
Section 2. Program Selection. The Annual Meeting of the LWVDC shall in odd numbered years select the local governmental issues for concerted study and action, using the following procedures:
A. The Board of Trustees shall consider the recommendations of the voting members at program planning meetings and member suggestions received in writing two months in advance of the Annual Meeting, and shall formulate a proposed (recommended) program.
B. The proposed (recommended) program shall be sent to all members at least one month before the Annual Meeting.
C. A majority vote of those present and voting at the Annual Meeting shall be required for adoption of the items in the proposed (recommended) program as presented by the Board to the Annual Meeting.
D. The Board will include, if any exist, a list of ‘not recommended’ items with the proposed (recommended) program which have had strong support at program planning meetings or have been submitted in writing by members two months in advance of the Annual Meeting.
E. “Not recommended” items may be considered at the Annual Meeting provided that
1. The Annual Meeting shall order consideration by majority vote and
2. Two-thirds vote shall be required for the adoption of any such program.
F. Annual Meetings in even numbered years may change the program provided:
1. At least 15% of the members petition the Board to propose the change.
2. Notice of the proposed change is sent to the members at least one month before the Annual Meeting.
3. The change is adopted by a majority vote.
Section 3. Member Action. Members of the LWVDC may act in the name of the LWVUS or this LWVDC only when authorized to do so by the Board of Trustees.
Section 4. Local LWVDC Action. The LWVDC may act in conformity with, and not contrary to, the positions taken by the LWVUS.
ARTICLE XI. Conventions and National Council.
Section 1. LWV US National Convention. The Board of Trustees at a meeting preceding the Convention of the LWVUS shall elect delegates to that Convention in the number allotted the LWVDC under the provisions governing representation at the Conventions in the Bylaws of the LWVUS.
Section 2. LWV US National Council. The Board of Trustees, at a meeting preceding the National Council, shall elect a delegate, or delegates, in accordance with the provisions governing representation at Council in the Bylaws of the LWVUS.
Section 3. LWV NCA Convention. The Board of Trustees, at a meeting preceding the Convention of the LWVNCA, shall elect delegates to the Convention in the number allotted the LWVDC under the provisions governing representation at Conventions in the Bylaws of the LWVNCA.
ARTICLE XII. Parliamentary Authority.
The rules contained in the current Roberts Rules of Order Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with this Trust Agreement
ARTICLE XIII. Duration.
The duration of the LWVDC shall be perpetual, subject only to a call from the Board of Trustees for a membership meeting and subsequent approval at such meeting by members present and voting.
ARTICLE XIV. Applicable Law.
The LWVDC herein created shall be administered in the District of Columbia and to the extent feasible shall be kept in said District. It is the intention of the parties hereto that this trust agreement shall in all respects be construed and interpreted according the laws of the District of Columbia, and that the parties in all things in respect thereto be governed by such laws. This Article, however, shall not be deemed a limitation upon any of the powers of the Trustees, or to prevent their investing in properties, real or personal, located outside the District of Columbia.
ARTICLE XV. Amendment of the 1977 Trust Agreement.
The Trustees in place in January 2017 by joining in the execution of this Agreement signified their acceptance of this amendment. Subsequent amendments will be made in accordance with Article XVI.
ARTICLE XVI. Amendment of LWVDC Agreement.
This LWVDC Agreement may be amended by a two-thirds vote of the voting members present and voting at an Annual Meeting, to make such clarifying, administrative, or other amendments to this Trust Agreement as are consistent with the purpose of this Trust; provided, however, that no amendment shall be made to ARTICLE II, relating to purpose, nor to ARTICLE XIII, relating to duration, nor shall any such amendment grant to the Trustees any power expressly denied to them in ARTICLE V.
ARTICLE XVII. Effective Entry Into Force.
The LWVDC Agreement, as amended, upon execution hereof shall be given effect as of the day and year shown below.
IN WITNESS WHEREOF, the parties hereto have set their hands on the succeeding pages on the day and year stated by their names.