2006 Bylaws of OWL National
BYLAWS OF THE OLDER WOMEN’S LEAGUE
[as last amended 2006]
A California Nonprofit Public Benefit Corporation
1. The name of this corporation is the Older Women’s League, hereinafter referred to as OWL.
1. Principal Office. The Principal Office of OWL shall be in Washington, D.C. metro area.
2. Other Offices. OWL may also have offices at such other places inside or outside the State of California, as the Board of Directors, hereinafter referred to as Directors, may designate.
1.The purpose of owl shall be to identify and address issues of concern to mid-life and older women – through research, education and public speaking – and take all actions in furtherance of such purpose, which do not conflict with its tax-exempt status under Internal Revenue Section 501 ( c ) (3), or any successor statute of similar import. OWL shall not participate or intervene in any political campaign on behalf of any candidate for public office.
2. The by-laws govern OWL. A manual of policies and procedures established by the Board shall supplement the by-laws and shall be available to the members.
1. Any person who subscribes to the mission of OWL may become a member by paying the dues established from time to time by the Directors, and shall remain a member for so long as she or he continues to pay dues.
2. Classes. OWL shall have only one class of members. No member shall hold more than one membership in OWL.
3. Dues. Annual dues shall be set by the Directors. The Directors may establish a graduated schedule of dues. Such schedule shall not establish different classes of members.
4. Admission. Membership shall be established by payment of annual dues.
5. Voting. Each member shall have one vote on any issue that is presented to the membership. Issues that must be presented for a vote of all members shall be presented in a manner that provides an opportunity for each member to vote. There shall be no proxy voting. The vote shall be carried by a majority of those voting.
6. Issues Requiring a Vote of the Membership. The election of the Directors, revisions in the by-laws, and revisions in “The OWL Agenda” (OWL’s public policy goals) shall be presented by the Directors for a vote of the membership. Members may call for a special vote of the membership on an issue by submitting a proposal in writing to the Executive Director, signed by 10% of the members in good standing, to be voted on at the time of the next election of the Directors.
7. Meetings. Meetings of members shall be held at such times and places, and for such purposes, as the Directors may determine. Members may call for a special meeting of the members by submitting a proposal in writing to the Executive Director signed by 5% of the members in good standing. Those submitting the proposal shall make the arrangements for such a meeting and work with the Directors and the Executive Director to implement the proposal. Votes taken on issues presented at any meeting of the membership shall represent the sense of the meeting but shall not be binding on the Directors.
8. Annual Meeting. The Directors shall designate in each calendar year an annual meeting. The membership shall be notified and invited to attend at least sixty days prior to the meeting. The agenda shall provide the opportunity for members to speak and to propose new business for consideration by the Directors.
BOARD OF DIRECTORS
1. Number and Eligibility. The Board shall consist of not less than nine (9) members, and not more than twenty-one (21) members, the exact number to be determined from time to time by the Directors. Each Director shall be a member in good standing of OWL at the time of nomination, election and service.
2. Regional Representatives. The Directors shall establish and recognize up to ten (10) regions. Members from each region shall elect one representative to the Board of Directors. Regional representatives shall be a liaison between the Directors and the members in the region, chapters, and state and regional organizations.
3. Directors Elected by All Members. All other Directors shall be known as ”at large” Directors and shall be elected by all members. An immediate past-president shall be an additional member of the Directors with a right to vote.
4. Powers. The activities and affairs of OWL shall be conducted and all corporate powers shall be exercised by or under the direction of the Directors in accordance with the California Nonprofit Public Benefit Corporation Law, the Articles of Incorporation, and these bylaws.
5. Election and Terms. Directors shall be elected by the membership by mailed written ballot in even-numbered years. Each director shall hold office for a two-year period, beginning with the first meeting of the Board of Directors held in the calendar year following the Director’s election. No director shall serve for more than three successive terms, provided that the terms of less than twelve (12) months shall be disregarded.
6. Meetings. The Directors shall hold regular meetings at such times and places as they may from time to time determine. Special meetings shall be held at the request of the president or of any two officers, or of one-third of the Directors. All directors shall receive at least twenty (20) days written notice of any regular or special meeting, unless written waiver-of-notice is signed by any director not so notified.
7. Quorum. A quorum shall consist of a majority of the Directors.
8. Voting. The affirmative vote of a majority of the Directors present at a meeting, at which a quorum is present, is necessary for the approval of business. Such approval constitutes an act of the Board of Directors. The president shall vote only to break a tie vote.
9. Vacancies. Vacancies shall be filled by the president for the balance of the term, subject to approval of the Directors at the next regular or special meeting. Any vacancy for a regional representative shall be filled only with a member from that region.
10. Compensation. Directors shall serve without compensation, except they may be allowed their actual, reasonable and necessary expenses incurred in attending Directors’ meetings, or in the performance of their duties.
11. Conflict of Interest. No Director or member of her or his family shall be hired as salaried staff of OWL.
12. Delegation. The Directors may from time to time delegate whatever duties they may see fit to standing committees, ad-hoc committees, or the Executive Director, except that no duties may be delegated which would be contrary to California Non-Profit Public Benefit Corporation Law.
13. Appointed Directors. Following the beginning of a president’s term, the president may appoint one additional Director, subject to approval of the Directors, who may serve during the term of the appointing president.
1. Election of Officers. The Directors, at the first meeting of the calendar year beginning after the Board elections, shall elect from its members a president, vice president, secretary, and a chief financial officer who shall be designated the treasurer, as well as such additional officers as the Directors shall consider necessary. The new officers shall assume their duties at the end of that meeting. The outgoing officers shall remain in office until such time as the new officers assume their duties.
2. Duties of Officers. The president shall preside at all meetings of the board and general membership, exercise general supervision over the affairs of OWL, and have such other powers as ordinarily accompany the office.
The vice president shall, in the absence of the president, carry out the duties and obligations of the office of the president. If the office of the president is vacated for any reason, the vice president shall assume the duties and obligations of the office of the president until the next regularly scheduled election of officers.
The secretary shall keep a record of the proceedings of meetings; give notice of meetings; and, in the absence of the president and vice president, call a meeting to order and delegate duties as appropriate.
The treasurer, under the general supervision of the Directors, shall have oversight of the monies and of distributions made according to policies prescribed by the Directors; and may delegate duties as appropriate.
3. Terms of Office. Each officer shall hold office for a two-year period, and may be reelected for an additional term.
4. Removal from Office. Any officer may be removed from office by the Directors for inability to perform the duties of the office or for other good cause.
1. Appointment. The Directors shall appoint from outside its body an Executive Director who shall serve at the Directors’ discretion.
2. Duties. The Executive Director shall be ex-officio to the Board of Directors, attend all regular meetings, and carry out all duties designated to her or him by the Directors. The Executive Director shall serve under the general supervision of the Directors, and shall be subject to the Directors’ authority. The Executive Director shall hire and supervise all staff.
3. Compensation. The Executive Director shall receive reasonable compensation for her or his services.
1. Members. At the first meeting of each calendar year, the Directors shall appoint from its body an executive committee. The executive committee shall include the officers, the immediate past-president, and such other Directors as determined by the board.
2. Ex-Officio. The Executive Director shall be ex-officio to the executive committee, and shall attend its meetings. The executive committee may invite non-members, or meet in open or closed sessions, as it chooses.
3. Duties. The executive committee shall meet as often as it or the Directors deem necessary. It will carry out all duties delegated to it by the Directors, and shall act for the Directors in case of emergency. The executive committee shall report on its operations to the Directors at each regular and annual meeting.
1. The Directors may create such standing, ad hoc or advisory committees as they may deem necessary for the promotion of the objectives of OWL. The president shall appoint members to the committees with the approval of the Directors. All members of OWL shall be eligible for membership upon all committees so created
1. Nominations. The Directors, at least six months before the election, shall provide for the appointment of a nominating committee. The past president shall chair and select two additional members to this committee. The nominating committee shall be precluded from offering in nomination one of its own members.
It shall be a duty of this committee to nominate a slate of Directors. In addition, any member may be nominated and added to the ballot by petition signed by the candidate and a number of members equal to 1% of the number of ballots cast in the preceding election. Candidates for regional representative may be nominated by petition signed by the candidate and a number of members residing in that region equal to 1% of the number of ballots cast from that region at the preceding election. Petitions must be received eight weeks prior to the mailing of ballots.
2. Ballot. A ballot containing the names of the nominees, in an order determined by lot, shall be mailed to the members of OWL at least five weeks before the date of the election. The ballot shall be accompanied by a statement of each of the nominees. Only members of the region shall be eligible to vote for the representative for that region.
3. Elections. Elections of the Directors shall be by secret ballot. Each member shall have one vote for each vacancy and one vote for the Regional Representative Director from the member’s region. Cumulative voting shall not be permitted.
4. Counting the Ballots. The Directors shall appoint a Judge of the Election from outside OWL, and it shall be her or his duty to supervise the counting of the ballots and to report the results in writing to the president. The nominees receiving the highest number of votes shall be elected. A tie shall be broken by lot, the loser becoming an alternate member of the board, with the right to attend all meetings and the right to vote at any meeting where a Director is absent.
1. Charter. The Directors may charter any petitioning local group of members of OWL that meet the criteria established by the Directors.
2. Organization. At its organizational meeting, a chapter shall adopt bylaws and elect officers to manage its affairs. The bylaws of a chapter shall not contain anything that is at variance with expressed purposes of OWL or its bylaws, and shall be approved by the National Directors before becoming effective. All chapter bylaws shall adopt by reference the national bylaws. A chapter may not change its bylaws without approval of the National Directors.
3. Revocation. The Directors may annul, revoke or suspend a chapter if, in the opinion of two-thirds of the Directors, it is in the best interests of OWL. Such action shall not affect the membership standing of individual members of said chapter. Any chapter which fails to hold an executive committee or membership meeting for more than six months, or which acts contrary to the stated objectives and adopted policies of OWL, may have its chapter revoked. Written specifications on the grounds upon which the proposed action is to be based shall be furnished to the chapter involved, and a reasonable opportunity to be heard shall be provided the chapter.
4. Dues. Chapters may set their own dues, except that in no case can the dues exceed the amount of the national dues. Members of chapters must also be members of National OWL.
5. Authority to Act. Chapters shall work on the national agenda. In addition, each chapter is authorized to undertake all such local activities as are not inconsistent with the purposes of OWL and are not prohibited by a general rule of the Directors applicable to all chapters.
6. Liaison. Six months after the organization of the chapter, the chair of the chapter shall submit a written report to the National Directors. On or before March 1 of each year thereafter, the chair of the chapter shall submit to the National Directors a written report concerning the previous calendar year.
Each chapter may request a copy of the minutes of the regular meetings of the National Board of Directors and the annual audit.
7. Materials by National. National OWL may supply and charge for materials requested by chapters as the Directors shall from time to time authorize. The existence of chapters shall in no way be construed as obligating OWL to address or serve its membership through chapter channels.
STATE AND REGIONAL ORGANIZATIONS
1. State or Regional Organizations. The Directors may charter a state organization and/or a regional organization meeting the criteria established by the Directors.
2. Organization. A state organization shall adopt bylaws and elect officers to manage its affairs. The bylaws of a state organization shall not contain anything that is at variance with the expressed purpose of OWL or its bylaws, and shall be approved by the National Directors before becoming effective. All state bylaws shall adopt by reference the national bylaws. A state organization may not change its bylaws without approval of the National Directors.
3. Revocation. The Directors may annul, revoke or suspend a state or regional organization if, in the opinion of two-thirds of the Directors, it is in the best interest of OWL. Such action shall not affect the standing of individual members of OWL. Any state or regional organization which acts contrary to the stated objectives and adopted principles of OWL shall have its charter revoked. Written specifications of the grounds upon which the proposed action is to be based shall be furnished to the state or regional organization involved and all members of OWL in the state or region, and a reasonable opportunity to be heard shall be provided.
1. Articles of Incorporation. The Directors of OWL shall represent and act for the members in the amendment of the Articles of Incorporation of OWL, from time to time. Any changes in the articles shall require a two-thirds vote of the Directors.
2. Bylaws. These bylaws are fundamental, and shall not be altered except by a vote of the Directors and confirmed by two-thirds vote of all ballots cast on a given measure by the general membership.
3. All meetings of OWL shall be conducted in a manner consistent with Robert’s Rules of Order.
These bylaws were adopted by the Board of Directors of the Older Women’s League at the meeting of the Board in Des Moines, Iowa on October 11, 1980 and include the amendments voted by the membership on October 13, 1981, October 12, 1983, October 12, 1984, October 11, 1985, October 11, 1986, October 1987, October 15, 1995, November 3, 1997, September 30, 2000, and October 28, 2006.