2023 Bylaw Changes
Submitted by the 2022-23 Bylaws Committee, Annie Logue (Chair), Clare McIntyre and Hollis Burgess. Approved by the Board of Directors.
Following are the Bylaws Committee’s recommended changes to LWV Chicago’s Bylaws, including explanations. These changes will be voted on at LWV Chicago’s Annual Meeting on June 24.
Article V, Section 3. Remote Meetings.
If circumstances make it inconvenient or impossible for the board to meet, it may conduct business by holding a meeting through electronic communications by means of which all persons participating in the meeting can communicate with each other, e.g., telephone conference call or video conference. Such meetings shall be referred to as remote meetings. (Participation in a remote meeting shall constitute presence in person at the meeting of the persons so participating.) All materials for consideration at a remote meeting must be distributed to all members of the board.
The sentence in parentheses needs to be removed. Meeting remotely is now considered an acceptable practice and has been the basic form of meetings over the past three years.
NEW: The Board is authorized to meet remotely online or by a telephone conference as circumstances may dictate. Board members are considered as present whether participating in any meeting in person or by electronic means. Materials for consideration at any meeting must be available electronically or distributed to all members of the board in a timely manner.
Article V, Section 7, Subsection A: Standing Committees
2) Bylaws Committee. The bylaws committee, which the board shall appoint by January 15, will study the bylaws, suggest amendments, if necessary, and consider proposals suggested by any LWV Chicago member for changing the bylaws. The chair of the bylaws committee shall, at least three months before the annual meeting, notify the membership of the opportunity to propose changes to the bylaws. At least one member of the board of directors shall be on the committee but not the chair. The proposed bylaws changes shall be sent to the board for approval at least 60 days before the annual meeting, and shall be sent to all members at least 30 days before the annual meeting.
This section did not address the number of members to be on the committee.
NEW: A bylaws committee shall be appointed by January 15 and shall consist of a minimum of three members. At least one member of the board of directors shall be on the committee but not the chair. This committee shall study the bylaws, suggest amendments, if necessary, and consider proposals suggested by any LWV Chicago member for changing the bylaws. The chair of the bylaws committee shall, at least three months before the annual meeting, notify the membership of the opportunity to propose changes to the bylaws. The proposed bylaws changes shall be sent to the board for approval at least 60 days before the annual meeting, and shall be sent to all members at least 30 days before the annual meeting.
3) Budget Committee. The budget for the next fiscal year shall be prepared by the budget committee. The board shall appoint the committee by January 15, which committee shall consist of three members, two shall be non-board members, one of whom shall be chair, and one shall be a board member other than the treasurer. The treasurer shall be an ex-officio member of the committee. The proposed budget shall be sent to the board for approval at least 60 days before the annual meeting, and shall be sent to all members at least 30 days before the annual meeting.
This also doesn’t give a specific number for committee. The implication is that it should be three, with the treasurer an ex-officio member. Ex-officio members can vote.
NEW: The Board shall, by January 15, appoint a committee to prepare the LWV Chicago budget for the next fiscal year. This committee shall be comprised of at least three members; two shall be non-board members, one of whom shall be chair. The third member shall be a board member other than the treasurer. The treasurer shall be an ex-officio member of the committee. The proposed budget shall be sent to the board for approval at least 60 days before the annual meeting and to all members at least 30 days before the annual meeting.
Article IX Financial Administration, Sec. 2. Financial Review.
The books of the organization shall be reviewed within ninety days after the end of the fiscal year by an independent licensed professional. A copy of the review shall be approved by the Board of Directors before distribution to the members.
The sizable expense of a professional accountant is prohibitive. We paid $1,500 for such review, discounted somewhat by a sympathetic accountant. It is an ineffective use of LWV Chicago funds:
Financial reviews and audits are meant for public or large corporations, generally over $300,000.
Financial reviews/audits attest to a corporation’s adherence to the FASB generally accepted accounting principles, whose only acceptable accounting system is accrual. Accrual accounting is needlessly complicated for an organization like ours. As directed by the review accountant, ‘modified accrual’ accounting is only for municipalities and government agencies and ‘modified cash’ is not acceptable. Cash is the acceptable system for LWV Chicago.
Financial reviews and audits do not generally discover malfeasance or misappropriation. It will attest to invoices related to expenditures and to deposits but does not attest to the appropriateness or accuracy of the income and expenses, e.g., an invoice for printing and an entry of payment of invoice do not necessarily represent an expense paid for an actual program item.
A Finance Committee with authority to inspect finances intermittently is more likely to find anomalies or concerns on a more timely basis than an annual review.
Internal financial reviews can be tailored to the organization to more readily identify issues of concern.
NEW:
The finances of the organization shall be reviewed by the Financial Oversight Committee (“Committee”) comprised of no more than four members which must include at least one member who serves on the board of directors and one member who does not serve on the board of directors. The chair of the Committee shall be a non-board member. The Committee shall review the books and financial records of the organization to protect and preserve the integrity of the organization and provide transparency to the membership. Such review shall take place at least annually.
The Committee shall, at least annually, deliver a report to the board including, but not limited to, a summary of the following items: (1) that all the accounting procedures being used are acceptable, transparent and are being appropriately followed; (2) that all significant financial matters reflected in the adopted budget and/or minutes for that fiscal year have been appropriately recorded in the organization’s books; (3) the amounts present in each of the organization’s accounts; (4) the organization’s significant written contracts (office lease, equipment lease(s), insurance policies, etc.); (5) any suggestions for improving the systems used to track such finances; and (6) any other information that may be requested by the board.
This report shall be in a format approved by the board and generally accepted within the League of Women Voters of the United States and the League of Women Voters of Illinois. The Committee shall also annually prepare a short-form summary of the financial condition of the organization for distribution to the membership.
In addition, the Committee shall have the authority to review the accounts of LWV Chicago at random and reasonable times throughout the fiscal year for purposes of establishing that transparent and accurate accounting procedures are being followed.
The board, at any time but no more frequently than annually, may select an independent licensed professional to audit the books and financial records of the organization. After completing any such audit, the board shall submit such audit report to the membership.
Article XI, Amendment of Bylaws
Local LWVs are required to have certain sections of its bylaws track to LWVUS and/or Its state League, so those changes do not require membership approval.
ADD: When required due to amendment of the LWVUS or the LWVIL bylaws in a way that affects local Leagues, these bylaws may be amended by the board of directors and do not require approval of the voting members.