Bylaws

General Background

No amendments to the LWVC bylaws were submitted by Local Leagues or Inter-League Organizations. The LWVC board is proposing a revision, which completely re-writes the LWVC bylaws.

  • All members are invited to watch this short 15-minute pre-convention bylaws revision virtual Q&A on YouTube.
  • All delegates are invited to the Bylaws Q&A Sessions during convention:
    • Friday, June 2, 9:00PM in the Kamilos/Hendricks Room
    • Saturday, June 3, 9:00PM in the Tofanelli Room
  • If you wish to amend the revision, we strongly recommend you speak with the convention parliamentarian, Trudy Schafer, to ensure you understand how to act on your intent. We also recommend you speak to this committee so that we understand your rationale, and can ask the board to support your amendment if we agree with you! Contact bylaws@lwvc.org.

Why Is A Revision Proposed?

This revision reflects a growing trend in best practices for LWVC and in the nonprofit sector. At the 2015 convention, we passed many amendments which struck policies from the bylaws to be more appropriately, and flexibly, dealt with in our policies and procedures. Based on that positive experience, at the July 2016 LWVC Board retreat, the board prioritized further streamlining of the LWVC bylaws and approved obtaining legal counsel. The LWVC Leaders updates in August and October of 2016 invited local Leagues to engage in LWVC’s bylaws changes, but stressed that these changes are not intended for your local League’s bylaws.

It is important that you understand why the board proposes moving additional content from the LWVC bylaws, into our policies and procedures:

Policies and procedures govern day-to-day operations. A policy is a statement of intent, and is implemented as a procedure. They do not carry the force of law, but should be reviewed by an attorney because they document a consistent and sufficient point of view held by the board, to be translated into steps that result in an outcome compatible with that view and may be subject to litigation. Policies and procedures should be reasonable, promoted and understood, consistently applied, and may be amended by a vote of the board at any time.

Bylaws carry the force of law and they must be in compliance with state law. They are necessary for our nonprofit status and must be filed with the Secretary of State. The procedure for changing the bylaws is much more rigorous (set forth in Article XVII of the bylaws), including  requiring a two-thirds vote of the delegates present and voting at the convention.

Often the relationship between these documents is compared to the relationship between a constitution and legislation. Bylaws should be succinct, timeless, reflect our most basic guiding principles, and lay out critical (but not all) protections of the grassroots nature of our 501c4 corporation. Anything which may change over time and requires flexibility or extensive detail should be in our policies and procedures, not our bylaws.

Notably, the LWVC is drafting a Nonprofit Law Checklist policy. In the current bylaws, only some points of nonprofit law have been included, rarely with references to code or case law, and often paraphrasing. The intent was to ensure the board would be aware of key points and therefore stay in compliance. But in practice, it has been misleading, difficult to keep up to date, and frustrating to interpret. The proposed bylaws revision moves most legal requirements out of the bylaws, and into a new policy, where it is appropriate to have extensive references and to discuss intent or different interpretations. The board can also create a policy for regular review, so that we remain current.

How Is The Process For A Revision Different?

Because this proposal is for a revision (a complete rewrite), the plenary process is different than what you have seen for amendments.

  • On Friday, the revision will be presented.
  • On Saturday, the body may amend the revision, but not the original bylaws (because the deadline to submit changes to the existing bylaws was December 15).
    • Each proposed amendment to the revision is voted on by the body.
    • We will consider amendments to the revision article by article, and then have one last opportunity to amend the entire revision (for consistency).
    • Saturday is therefore when we will likely establish what the revision will say.
  • On Sunday, debate also may result in amendment of the revision. There is a vote to accept or reject the revision (which may or may not have been amended). This motion requires a 2/3 vote to pass.

If the revision vote fails, we keep our current bylaws.

Committee Members

In accordance with Article V of the bylaws of the League of Women Voters of California, the board has chosen to appoint the following members:

  • Jenny Waggoner, Chair (San Francisco)
  • Arthur Calloway (Antelope Valley)
  • Kristin Chu (San Francisco)
  • Helen Hutchison (LWVC), ex officio
  • Jackie Jacobberger (North and Central San Mateo County)

Proposal And Supporting Materials

Delegates are asked to consider the following proposal to revise the bylaws, which is proposed and recommended by the bylaws committee and the board.

A redline version comparing the current bylaws to the proposed revision is available upon request, but we caution that it is misleading. We did not simply edit the current bylaws; we re-wrote them. Thus, content which was moved, replaced, or extensively edited is difficult for Microsoft Word to accurately mark.

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