May 2016 The Voter Newsletter of the League of Women Voters Minnetonka / Eden Prairie / Hopkins

Transcription

1 LEAGUE OF WOMEN VOTERS MEPH Minnetonka Eden Prairie Hopkins May 2016 The Voter Newsletter of the League of Women Voters Minnetonka / Eden Prairie / Hopkins The League of Women Voters, a nonpartisan political organization, encourages informed and active participation in government, works to increase understanding of major public policy issues, and influences public policy through education and advocacy. In This Issue LWV MEPH Program, Annual Meeting & lunch 5/7 Turning a Wrong into a Right 4/27 MEPH Meeting Report, UMRR ILO 4/9 CMAL Meeting Report, Friends & Influence, 3/19 LWV Position on Money in Politics LWV MN Strategic Planning New Citizen Voter Registration May - September LWV MEPH Annual Meeting Voting Items Looking Ahead 1 Board Contacts Dorothy Boen and Lorena Hooyman, Hospitality Sheila Goldstein, West Metro Rep., Peggy Kvam, Voter Service, Newsletter, Barb Link, Membership Geneva MacMillan, CMAL, Bev Montgomery, Membership Margaret Nelson, Secretary Arlene Nystuen, Programs, Sue Scribner, Treasurer, Mary Tambornino, Contact, Programs, Smart Public Investments = Improved Lives and Strong Economy Speaker: Dane Smith, President, Growth & Justice 9:30-11:00 AM Saturday, May 7, 2016 Council Chambers, Minnetonka Community Center Minnetonka Blvd, Minnetonka, MN Dane Smith will speak about the importance of a good education for all and its importance in ending educational disparities based on race; and our ability to celebrate our diversity and use all of our resources to build a strong community and economy. Dane Smith was named president of Growth & Justice in April 2007 after concluding a 30-year career as a journalist for the Star Tribune and the Pioneer Press. He not only developed a solid reputation reporting and writing about state, local and federal government and politics, he took it a step further to examine tax fairness and Government s proper role in society. Sponsored by the LWV Minnetonka/Eden Prairie/Hopkins. Free and Open to the Public - Welcome! Following the May 7th program, LWV Minnetonka, Eden Prairie, Hopkins will hold its Annual Business Meeting and lunch in the Minnetonka Mills Room. New members are welcome to join us! Please RSVP for lunch. 11:00AM-1:00PM Business Mtg, Lunch in Minnetonka Mills Room Election of Officers, Adoption of Budget, Year in Review Vote to Reorganize as 501(c)3 Strategic Planning Location: Mtka Community Center, Mtka Blvd, Mtka Lunch: Davanni s Hoagies, Spinach Chicken Salad $10. Pay at the door. RSVP for lunch to Arlene Nystuen at by May 4 (Membership renewal will be postponed until September, after our 501(C)3 reorganization is completed.)

2 Guest Speakers: Wednesday, April 27, 7:00 PM Southshore Center, 5735 Country Club Rd, Excelsior, MN Sarah Walker, Government Affairs Consultant at Hill Capitol Strategies, formerly Chief Operating Officer at 180 Degrees, founder of the Minnesota Second Chance Coalition, President of the Coalition for Impartial Judiciary Jason Sole, Minneapolis NAACP criminal justice reform chair, criminal justice educator at Metropolitan State University and Hamline University, author of From Prison to Ph.D.: Memoir of Hope, Resilience and Second Chances. Donald Allen, small business owner, nonprofit developer, grant writer, educator (K-12), nationally published conservative blogger and BlgTalkRadio co-host. In 2013, he ran for chairman of the Minnesota GOP Juliet Nail, Minnesota chair of Blue Republican - a non-partisan group of peace and freedom activists and citizen lobbyists. She is currently the public policy director for the Libertarian Party of Minnesota Susan Sheridan Tucker, LWV MN Executive Director, has worked in community building, strategic planning and nonprofit change management and currently serves as LWVMN's representative to the Restore The Vote Coalition. This event is free and open to the public. Hosted by LWV South Tonka and LWV Eastern Carver County REPORT ON LWV MEPH MEMBERSHIP MEETING APRIL 9, 2016 Launching Our Inter-League Organization (ILO), Protecting Our River: Bringing the Passion of Carrie Chapman Catt to the League of Women Voters Newest ILO Speaker: Gretchen Sabel, Chair of the new LWV Upper Mississippi River Region Inter-League Organization (ILO) Gretchen talked about how and why we are forming an IOL. This IOL works at the Watershed level. The 1 st year and ½ Nutrient Pollution will be the focus. She encouraged us to know our Watershed Districts. Our League, MEPH, contains 4 Watershed Districts, Minnehaha Creek, Riley-Purgatory-Bluff Creek, Nine Mile Creek and Lower Minnesota River. (See She also encouraged us to help others to know the information we obtain, stressing that LWV is a great way to do this since that is what we do: inform others! The Watershed districts that have been studied are rated as impaired or improved. She described a Watershed game which she suggested would be a good option for action. Gretchen can be reached at gpsabel@yahoo.com. The UMMR ILO is also available on Facebook at Submitted by Margaret Nelson 2

3 CMAL ANNUAL MEETING 3/19 HOW TO WIN FRIENDS AND INFLUENCE YOUR CITY COUNCIL Speakers: Pat Naumann, Terry McGehee, and Dave Bartholomay Our final meeting for the year concluded our examination of the city comprehensive planning process by looking at how ordinary citizens can get involved. Pat Naumann, the Executive Director of Metro Cities MN, told us about her organization (formerly called the Association of Metropolitan Municipalities, or AMM), and how they work to represent metro-area cities to the Metropolitan Council and the state legislature. There are 86 cities represented who meet and share ideas and experiences and work together in consensus to draft policies, which Metro Cities MN uses when meeting with regional and state policy-makers. Our second speaker, Tammy McGehee, concurred that most citizens don t have the time to understand or care about the process. Ms. McGehee is a Roseville Councilmember and one-time citizen-activist. She spoke about a successful effort in which she was involved where there was time spent on the process. In 1992, the City of Roseville launched Vista 2000, which was a series of forums and study groups that brought together city officials, citizens, business leaders, education and civic groups to create a vision for the city s future. The resulting reports were presented to the City Council and many of the ideas were incorporated into the city s comprehensive plan. This is an example of a successful effort to obtain citizen involvement in the comprehensive planning process. In our current political climate, such cooperation is rare. But, Ms. McGehee advised us that if we wanted to be involved we should connect with people who are paying attention to what is happening in our city. It s also a good idea to understand the culture of your city and of your city government. Dave Bartholomay, the Executive Director of Mediation Services and Mayor of Circle Pines, gave us insights into how to keep interactions with our local government officials positive and civil. To Mr. Bartholomay, it s all about relationships. He gave the example of a Wal-Mart that was due to open across the border in an adjacent city. While they couldn t stop the building of the large retail store, the neighbors could lobby for changing the lighting or for building a berm to hide the store from view. This is an example of working together within the system to find common ground. Each of our speakers spoke about getting to know our community and the people within our community, both the officials and the citizens. The more we know about our community the demographics, the zoning, the natural resources, the culture the more effective we can be with having our voices heard. Summary prepared by Liz Lauder LWV POSITION ON MONEY IN POLITICS Federal Election Commission Must Be Restructured League of Women Voters Announces New Position on Money in Politics The League of Women Voters announced a new position statement on Money in Politics and called for the Federal Election Commission (FEC) to be restructured as a five-member commission. The FEC is the only civil enforcement agency for federal laws governing money in politics PACs, Super PACs, dark money, campaign contributions and election spending and is paralyzed by its current structure. The result is that even the nation s weak campaign finance laws currently on the books are not enforced. The new League Money in Politics position comes as a result of a two-year study by its members. The position also calls for: Full public financing of Congressional as well as Presidential elections; Abolishing Super PACs and spending coordinated or directed by candidates, and Restrictions on direct donations and bundling by lobbyists. Read the full Money in Politics position at 3

4 LWV MN STRATEGIC PLANNING At LWV MEPH's Annual Meeting we will spend some time on strategic planning, at the request of LWVMN. Below is an overview and schedule for this 2016 strategic planning process: March 2016: Plan the strategic planning process and how to engage stakeholders April-May: Engage stakeholders from across the state (League members, partners, donors, funders, etc.) June-mid July: Compile and analyze stakeholder contributions and post to LWV Minnesota website. Early August: Based on stakeholder input, draft statewide strategic planning goals and key strategies. Late August: Gather statewide stakeholder feedback via online survey; compile, analyze, and post results on LWV Minnesota website September and beyond: Finalize and collaboratively implement new Strategic Plan On behalf of LWV Minnesota's board of directors, thank you for helping shape our League's future. LWV US Priorities Conference Call: NEW CITIZEN VOTER REGISTRATION MAY - SEPTEMBER In the midst of the anti-immigrant rhetoric during this election year, we have registered over 3,500 new citizens to vote since Jan. 1, this is a record number for this early in the year...by over We average a 90% registration rate, and many express their "thanks" for our being there. Check the schedule below and come and join the fun! Tuesday, May 10th 10 AM Ceremony St. Paul River Center (500 new citizens!) Tuesday, May 24th 10 AM & 2 PM Ceremonies St. Paul Landmark Center Wednesday, June 8th 10 AM & 2 PM Ceremonies St. Paul Landmark Center Thursday, June 9th 10 AM Ceremony St. Paul River Center ( ) Monday, June 13th 10 AM & 2 PM Ceremonies U of MN Law School Wednesday, June 29th 10 AM Ceremony Harriet Island, St. Paul Wednesday, August 3rd 10 AM & 2 PM Ceremonies St. Paul Landmark Center Wednesday, Sept. 14th 2 PM Ceremony Bloomington Schneider Theater Wednesday, Sept. 21st 10 AM Ceremony St. Paul River Center ( ) If you can help, please contact me at jastuthman@aol.com. Thank you, Judy Stuthman OFFICIAL NOTIFICATION FOR LWV MEPH ANNUAL MEETING VOTING ITEMS On May 7th at our annual meeting, several business items will be brought to a vote for membership approval. All of these were approved by the LWV MEPH Board on April 21, Please contact Peggy Kvam if you have any questions in advance of the meeting. We will also answer questions at the meeting. The new Bylaws, Operating Policy and Articles of Incorporation are published in this Voter following this summary. 1. Motion to Restructure LWV Minnetonka, Eden Prairie, Hopkins as a 501(c)3 nonprofit organization. 2. Motion to approve new Bylaws as recommended by LWVMN for the 501(c)3 organization. 3. Motion to approve the Operating Policy as recommended by LWV MEPH Board for the 501(c)3 organization. 4. Motion to approve the Articles of Organization as recommended by LWVMN for the 501(c)3 organization. 5. Motion to approve the LWV MEPH Budget and Annual Dues of $ Election of Officers - see slate below; we are also looking for new people to join the board! President: Bev Montgomery, Treasurer: Barb Link, Secretary: Margaret Nelson Programs: Mary Tambornino & Arlene Nystuen, Voter Service: Peggy Kvam & Irma Coleman, Hospitality: Dorothy Boen & Lorena Hooyman, Newsletter & Website: Peggy Kvam, Membership: OPEN Representatives to Inter-League Organizations- Upper Mississippi River Region: Geneva MacMillan, LWV West Metro: Sheila Goldstein, CMAL:OPEN 4

5 1. 501(C)3 ORGANIZATIONAL RESTRUCTURE In 1983 LWV Minnesota established a 501(c)(3) organization, LWV of Minnesota Education Fund, and operated as both a 501(c)(4) and 501(c)(3) organization for many years. Most local LWV s incorporated in a group filing with the IRS in 1970 as 501(c)(4) s. Only St. Paul and Minneapolis are separately incorporated as 501(c)(3) nonprofit corporations. In order to be more effective and efficient, LWV Minnesota membership approved moving all operations to a single 501(c)(3) organization in As a part of the restructuring of LWV Minnesota, each local LWV may reorganize as a Nonprofit Limited Liability Company or Nonprofit LLC under Minnesota law, and automatically be treated as a 501(c)(3) organization by the IRS. As of April 2016 there are 19 nonprofit LLC s. One of the reasons LWV Minnesota chose to restructure was that tax law was clarified to allow the change. In 1990 the IRS clarified the maximum lobbying activity permitted for 501(c)(3) nonprofits and LWV Minnesota direct lobbying expenses is far below the 20% limit. Please note that these limits are only applicable for paid lobbying expenses and, therefore, most local LWV activity does not count toward the maximum limits. You can learn more about IRS lobbying limits from the Minnesota Council of Nonprofits: There are three principal disadvantages to the current local LWV 501(c)(4) organizational structure. First, dues and other contributions to a 501(c)(4) organization are not deductible as charitable contributions. Only dues and contributions to a 501(c)(3) organization are deductible as charitable contributions. Second, this has resulted in the need for local LWV s to maintain funds with LWV Minnesota. Third, each local LWV is required to file annually with the IRS a variation of the Form 990 Tax Return showing the local LWV s revenues, expenses, balance sheet and other information for the year. The benefits of becoming a nonprofit LLC are as follows. Dues and other contributions to the local LWV will be deductible as charitable contributions. In addition, the local LWV will no longer be required to file a Form 990 Tax Return or maintain an EF account at LWV Minnesota (any balances will be refunded to the nonprofit LLC). Also, nonprofit LLC s are covered under LWV Minnesota s liability insurance. The LWVMEPH Board recommends a motion to restructure to a 501(c)3 organization and dissolve the 501(c)4. 2. BYLAWS OF LEAGUE OF WOMEN VOTERS OF MINNETONKA, EDEN PRAIRIE, HOPKINS LLC ARTICLE I. SUBSIDIARY ORGANIZATION The name of this organization shall be League of Women Voters of Minnetonka, Eden Prairie, Hopkins LLC, hereinafter referred to in these bylaws as the local LWV. This local LWV is a wholly-owned subsidiary of League of Women Voters of Minnesota Education Fund, a Minnesota nonprofit corporation described in Section 501(c)(3) of the Internal Revenue Code, d/b/a League of Women Voters Minnesota. ARTICLE II. PURPOSES AND POLICY Section 2.1 Purposes. The purposes of League of Women Voters of [Insert Local Name], LLC are to promote political responsibility through informed and active participation in government and to act on selected governmental issues. Section 2.2 Political Policy. The League shall not support or oppose any political party or any candidate. ARTICLE III. LOCAL MEMBERS Section 3.1 Eligibility. Any person who subscribes to the purposes and policy of the League shall be eligible for membership. Section 3.2 Types of Membership. A. Voting Members. Citizens at least 18 years of age who join the League shall be voting members of local LWVs, state Leagues and of the LWVUS; 1) Individuals who live within an area of a local LWV may join that League or any other local LWV; 2) Those who reside outside the area of any local LWV may join a local LWV or shall be state membersat-large; 3) Those who have been members of the League for 50 years or more shall be life members excused from the payment of dues. B. Associate Members. All others who join the League shall be associate members. 5

6 Section 3.3 Rights of Members. Voting members shall have the right to attend, participate in and vote at all meetings of the local members. Voting members are also eligible to serve on the Board of this local LWV, officers of this local LWV and as delegates to the Convention, Council and similar meetings of League of Women Voters Minnesota. Section 3.4 Term of Membership. The term of membership shall be established by the Members at the annual meeting. Section 3.5 Local Membership. Local Members shall not be deemed to be Members within the meaning of the Minnesota Limited Liability Company Act, but shall have all of the rights and privileges set forth in these Bylaws. Section 3.6 Membership Dues. The amount of annual membership dues shall be established by the Members at the annual meeting. Section 3.7 Non-transferability of Memberships. A Member may not transfer a membership in this local LWV or a right arising from it. Section 3.8 Resignation. A Member may resign at any time. The resignation of a Member does not relieve the Member from any obligations the Member may have to this local LWV for membership dues, assessments, etc. Section 3.9 Termination of Membership. The Board may terminate the membership of any person who fails to comply with the conditions of membership as established by the Board. Section 3.10 Acceptance of Membership. A person shall not be deemed to be a Member of this local LWV unless and until the person has been accepted as a Member in accordance with policies and procedures established by the Board. ARTICLE IV. MEETINGS OF LOCAL MEMBERS Section 4.1 Annual Meetings. The Board shall cause a meeting of the Members to be held on an annual basis for the transaction of such business as may come before the meeting. The President and Treasurer shall also report at the annual meeting on the activities and financial condition of this local LWV. Such annual meeting shall be held on a date, time and place agreed to by the Board and convenient to the members of this local LWV. Section 4.2 Special Meetings. Special meetings of the Members may be called for any purpose or purposes at any time by: the President, the Board, or ten percent (10%) of the Members. Special meetings shall be held on the date and at the time and at a place convenient to the members of the local LWV, fixed by the President or the Board. Section 4.3 Notice. Notice of all meetings of Members shall be given to every Member, except where the meeting is an adjourned meeting and the date, time and place of the meeting were announced at the time of adjournment. The notice shall contain the date, time and place of the meeting and be given at least ten (10) days before the date of the meeting and not more than ninety (90) days before the date of the meeting. In the case of a special meeting, the notice shall contain a statement of the purposes of the meeting. The notice may also contain any other information deemed necessary or desirable by the Board or by any other person or persons calling the meeting. Notice may be sent by United States mail or by a form of electronic communication consented to by the Member to whom the notice is given. Section 4.4 Quorum. The presence of ten percent (10%) of the Members shall constitute a quorum for the transaction of business at any meeting of the Members. If a quorum is present when a duly called or held meeting is convened, the Members present may continue to transact business until adjournment even though the withdrawal of a number of Members originally present leaves less than the proportion or number otherwise required for a quorum. Section 4.5 Manner of Acting. The Members shall take action by the affirmative vote of a majority of the Members present. Proxy voting is not allowed. Section 4.6 Voting Rights. Each Member shall have one (1) vote on each matter to be voted on by the Members. ARTICLE V. BOARD Section 5.1 General Powers. The affairs of this local LWV shall be governed by or under the direction of its Board. Section 5.2 Number. The Board shall consist of such number of persons as determined by the Members. Section 5.3 Election and Term. The Voting Members shall elect persons to serve on the Board. A member of the Board shall serve until the next annual meeting of the Members or until a successor has been duly qualified and elected or until the person dies, resigns or is removed. The Members at the annual meeting may choose to establish additional policies related to the term and election of the Board so as to promote good leadership, management and transition. These policies may include terms longer than one year, or elections of certain offices in alternate years. Section 5.4 Resignation and Removal. A member of the Board may resign at any time, effective immediately or at a later date specified in the resignation, by giving written notice to the President. The Board shall not be required to accept the 6

7 resignation in order to make it effective. A member of the Board may be removed at any time, with or without cause, by the Members. Section 5.5 Filling Vacancies. Vacancies on the Board caused by death, disqualification, resignation, removal, creation of new directorships or such other cause, shall be filled by the Board. A person filling a vacancy shall hold office until the earlier of: the next annual meeting, until his or her successor has been duly qualified and appointed, or his or her earlier death, disqualification, resignation or removal. Section 5.6 Compensation. No person shall receive compensation for serving on the Board, but nothing in these Bylaws shall be construed to preclude any person from serving this local LWV in any other capacity and receiving compensation therefore. In addition, a Member of the Board may be reimbursed for reasonable out-of-pocket expenses incurred by the Member in rendering services to this local LWV, as the Board from time to time determines such services to be directly in furtherance of the purposes and in the best interest of this local LWV. Section 5.7 Committees of the Board. The Board may establish committees of the Board and determine the number and the identity of persons to serve on such committees. Committee members must be natural persons, but need not be members of the Board. Unless otherwise determined by the Board, all committees shall make recommendations to the Board and shall not have the authority to act on behalf of the Board. ARTICLE VI. MEETINGS OF THE BOARD Section 6.1 Annual Meeting. The annual meeting of the Board shall be held at the time and place designated by the Board. Section 6.2 Regular Meetings. Regular meetings of the Board shall be held as announced by the Board. Section 6.3 Other Meetings. Other meetings of the Board may be called at any time, for any purpose, by the President or any three members of the Board. Notice of every such meeting of the Board shall be given to each member of the Board at least five (5) days before the day on which the meeting is to be held, via U.S. mail, or by delivery in person, e- mail, or telephone, no later than twenty-four (24) hours before the meeting is to be held. Section 6.4 Quorum. A Board meeting at which at least a majority of the members of the Board are present shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present at any such meeting, the members of the Board who are present thereat shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. The existence of a quorum is determined when a duly called meeting is convened. Section 6.5 Voting. Only members of the Board who are present at a meeting may vote. There shall be no voting by mail or proxy. Each member of the Board shall be entitled to only one vote on any matter brought before any meeting of the Board. Unless otherwise required by law or by the Articles of Organization, the affirmative vote of a majority of the members of the Board at a duly held meeting of the Board shall govern in every matter voted upon and shall constitute a duly authorized action of the Board. Section 6.6 Presence at Meetings. A member of the Board or of any committee, as applicable, may participate in a meeting of the Board or any committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can simultaneously hear each other. Participation in a meeting by such means constitutes presence at the meeting for purposes of calculating a quorum. Section 6.7 Meetings Without Notice. Any member of the Board may, in writing or orally, either before, at, or after any meeting of the Board, waive notice thereof and, without notice, any member of the Board by attendance at such meeting and participation therein shall be deemed to have waived notice of the action or actions taken at any meeting of the Board. Section 6.8 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken by written action signed, or consented to by authenticated electronic communication, by the number of members of the Board that would be required to take the same action at a meeting of the Board at which all members of the Board were present. If written action is taken by fewer than all members of the Board, the remaining members shall be notified promptly of that action. ARTICLE VII. OFFICERS Section 7.1 Number and Appointment. The officers of this local LWV shall consist of a President, a Treasurer, and such other officers as the Members shall determine from time to time. The Members shall elect the officers. Section 7.2 Vacancies. A vacancy in any office occurring by reason of death, disqualification, resignation or removal, or other circumstance shall be filled for the unexpired portion of the term by appointment of a successor by the Board. 7

8 Section 7.3 Bond. The Board shall, from time to time, determine which, if any, of the officers, agents or employees of this local LWV shall be bonded and the amount of each bond. Section 7.4 Removal of Officer. Any officer may be removed at any time by the Board at any regular meeting or at a special meeting called for that purpose. Section 7.5 Resignation. Any officer may resign at any time. Such resignation shall be made in writing to the President and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President. The Board shall not be required to accept the resignation in order to make it effective. ARTICLE VIII. AMENDMENTS Any proposed amendment of these Bylaws requires the approval of a majority of the Voting Members attending the annual or special meeting, provided that written notice has been sent to each Voting Member at least ten (10) days in advance of the date of the meeting at which the proposed amendment is to be considered. The notice shall state the text of the proposed amendment or amendments. Any proposed amendment of these Bylaws also requires the approval of the Board of League of Women Voters Minnesota. 3. OPERATING POLICY, LWV MINNETONKA, EDEN PRAIRIE, HOPKINS (based on old bylaws) I. Purpose of Operating Policy. This policy describes the specific operating procedures for League of Women Voters Minnetonka, Eden Prairie, Hopkins (LWV MEPH). This policy is a supplement to the Bylaws of LWV MEPH, II. III. IV. providing Local League operating details that are not covered by the Bylaws. Electronic Communication. Information designated " in writing" includes paper or electronic transmission such as and website posting. Board of Directors. 1. Number, Selection and Term. The Board of Directors shall consist of officers of LWV MEPH and such directors as deemed necessary to carry on the work of the League. The officers and directors shall be elected for a term of one year by the general membership at the Annual Meeting and their terms shall expire at the conclusion of the next Annual Meeting. The elected members shall appoint such additional directors (including non-voting members such as Hospitality Chair) as they deem necessary to carry on the work of the League. The term of office of the appointed directors shall be one year and shall expire at the conclusion of the next Annual Meeting. 2. Qualifications. No person shall be elected or appointed or shall continue to serve as an officer or director of this organization unless she/he is a voting member of LWV MEPH. 3. Vacancies. Any vacancy occurring in the Board of Directors by reason of resignation, death, or disqualification of an officer or elected member may be filled, until the next Annual Meeting, by a majority vote of the remaining members of the Board of Directors. Three consecutive absences from a Board Meeting of any member without valid reason shall be deemed a resignation. 4. Power and Duties. The Board of Directors 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 instruction of the general membership. It shall plan and direct the work necessary to carry out the program as adopted by the National Convention, the State Convention and the Annual Meeting. The Board shall create and designate such special committees as it may deem necessary. 5. Meetings. There shall be one regular meeting of the Board of Directors in preparation for every general membership meeting. The President may call special meetings of the Board of Directors and shall call a special meeting upon written request of five members of the Board. Officers. 1. Enumeration and Election of Officers. The officers of LWV MEPH shall be a President, a Secretary and a Treasurer who shall be elected for a term of one year by the general membership at an Annual Meeting, and take office immediately. Two individuals may be elected to serve one position, or two positions may be held by one individual elected to the dual position/office. 2. The President. The President, or the President's designee, shall preside at all meetings of the organization and of the Board of Directors. She/he may, in the absence or disability of the Treasurer, sign or endorse checks, drafts and notes. She/he shall be ex-officio, a member of all committees. She/he shall have such 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. 8

9 3. The Secretary. The Secretary shall keep minutes of all meetings of the league and of all meetings of the Board of Directors. She/he shall notify all officers and directors of their election. She/he shall sign, with the President, all contracts and other instruments when so authorized by the Board and shall perform such other duties as may be incident to the office. 4. The Treasurer. The Treasurer shall collect and receive all moneys due. She/he shall be the custodian of these moneys, shall deposit them in a bank approved by the Board of Directors, and shall disburse the same only upon order of the Board. She/he shall present statements to the Board at their regular meetings and an annual report to the Annual Meeting. The Treasurer is responsible for preparing a Nonprofit LLC Annual Financial Report for approval by the Board and submission to LWV Minnesota by May 15 each year. V. Financial Administration 1. Fiscal Year. The Fiscal Year of LWV MEPH shall commence on the first day of April each year. 2. Dues. The Dues will be established at the Annual Meeting to be effective immediately. The Annual dues shall be payable on September 1. Any member who fails to pay her/his dues within three months after they become payable shall be dropped from the membership rolls. 3. The Budget. The Treasurer shall prepare a budget for the ensuing year. The Budget shall be submitted by the Board of Directors to the Annual Meeting for adoption. The budget shall include support for the work of the League as a whole. VI. Meetings 1. General Membership Meetings. There shall be at least four meetings (including the Annual Meeting) of the membership each year. Time and Place shall be determined by the Board of Directors. 2. Annual Meeting. An Annual Meeting shall be held not later than June 15, the exact date to be determined by the Board of Directors. Ten percent (10%) of the total membership shall constitute a quorum. The Annual Meeting shall: a. Take recommendations on a local program for the ensuing year b. Elect the Board of Directors c. Adopt an adequate budget, and d. Transact such other business as may properly come before it. VII. Nominations and Elections 1. Nominating Committee. The Board shall act as the Nominating Committee. 2. Report of the Nominating Committee and Nominations from the Floor. The report of the Nominating Committee of its nominations for officers shall be presented at 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. 3. Elections. The election shall be by ballot, or when there is but one nominee for each office, by voice vote. A majority vote of those qualified to vote and voting shall constitute an election; absentee or proxy voting shall not be permitted. VIII. Program 1. Authorization. The governmental principles adopted by the National Convention and supported by the League as a whole, constitute the authorization for the adoption of program. 2. Program. The program of LWV MEPH shall consist of those governmental issues chosen for concerted study and action. 3. Action by the Annual Meeting. The Board of Directors shall consider the recommendation submitted by the voting members at the Annual Meeting and shall formulate a Proposed Program. 4. Member Action. Members may act in the name of LWV MEPH only when authorized to do so by the proper Board of Directors. 5. Action by the Board. The Board shall have the power to adopt a study on local government or educational issues. IX. National Convention, State Convention and Council 1. National Convention. The Board of Directors at a meeting before the date on which the names of delegates must be sent to the national office shall select delegates to that Convention in the number allotted by LWV MEPH under the provisions of the Bylaws of LWV US. 9

10 2. State Convention. The Board of Directors at a meeting before the date on which the names of delegates must be sent to the state office shall select delegates to that Convention in the number allotted LWV MEPH under the provisions of the bylaws of LWV MN. 3. State Council. The Board of Directors at a meeting before the date on which the names of the delegates must be sent to the state office, shall select delegates to that Council in the number allotted LWV MEPH under the provisions of the bylaws of LWV MN. X. Parliamentary Authority 1. Parliamentary Authority. The rules contained in Roberts Rules of Order Newly Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with LWV MEPH bylaws and Operating Policy. XI. Amendments 1. Amendments. This Operating Policy may be amended by two-thirds vote of the voting members present and voting at the Annual Meeting, provided the Amendments were submitted to the membership in writing at least ten days in advance of the meeting. 4. Articles of Organization of LWV of Minnetonka, Eden Prairie, Hopkins, LLC The undersigned, for the purpose of forming a nonprofit limited liability company organized under Minnesota Statutes Chapter 322C, and governed by Minnesota Statutes Section 322C.1101, does hereby adopt the following Articles. ARTICLE I. NAME. The organization name shall be League of Women Voters of Minnetonka, Eden Prairie, Hopkins, LLC. ARTICLE II. PURPOSES. This organization is organized and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended. ARTICLE III. SINGLE MEMBER NONPROFIT LIMITED LIABILITY COMPANY 3.1 League of Women Voters of Minnesota Education Fund, a Minnesota nonprofit corporation described in Section 501(c)(3) of the Internal Revenue Code, d/b/a League of Women Voters Minnesota, shall be the sole Member of this organization within the meaning of Section 322C.1101, Subd. 3 of the Minnesota Limited Liability Company Act. 3.2 A natural person may not be a Member of this organization, or own any financial rights or governance rights in this organization, in violation of Section 322C.1101, Subd. 3 of the Minnesota Limited Liability Company Act. 3.3 This organization shall have Local Members. The rights and privileges of local members shall be set forth in the Bylaws of this organization. Local members shall not be deemed to be Members of this organization in violation of Section 322C.1101, Subd. 3 of the Minnesota Limited Liability Company Act. ARTICLE IV. NO PECUNIARY GAIN; INUREMENT 4.1 No part of the earnings of this organization may inure to the benefit of or be distributed to this organization s Members, directors, governors, officers, employees or other private persons, other than to Members that are nonprofit organizations. This organization shall not pay dividends, make distributions, or pay other pecuniary remuneration, directly or indirectly, to its Members, directors, governors, officers, or other private persons, except that this organization may make payments and distributions to a Member of this organization provided that at the time of such payment or distribution such Member is a nonprofit organization described in Section 501(c)(3) of the Internal Revenue Code. 4.2 Any receipts of this organization in excess of the ordinary expenses of this organization shall inure to the benefit of this organization and shall be applied to the expenses incurred by this organization in carrying out the purposes set forth herein. 4.3 This organization shall not lend any of its assets to any officer, director or governor of this organization or other private persons, or guarantee to any person the payment of a loan by any officer, director or governor of this organization or any other private person. ARTICLE V. REGISTERED OFFICE. This organization s registered office is 550 Rice Street, Suite 201, St. Paul, Minnesota 55103, or at such other location as may be determined by the Board of LWV Minnesota. ARTICLE VI. POLITICAL ACTIVITY & OTHER ACTIVITIES 6.1 No substantial part of the activities of this organization shall consist of or constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public. This organization shall not participate in, or intervene in (including by publication or distribution of statement), 10

11 any political campaign on behalf of, or in opposition to, any candidate for public office. 6.2 Notwithstanding any provision of these Articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, as amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, as amended. ARTICLE VII. BOARD 7.1 The management of the affairs of this organization shall be vested in a Board. 7.2 The number of persons serving on the Board, their qualifications, method of election, and terms of office shall be prescribed in this organization s Bylaws. 7.3 The powers, authorities and duties of the Board, the time and place of its meetings, and all other matters concerning the Board, shall be prescribed in this organization s Bylaws. 7.4 Any action required or permitted to be taken at a meeting of the Board may be taken by written action signed or consented to by authenticated electronic communication by the number of members of the Board that would be required to take the same action at a meeting of the Board at which all members of the Board were present. ARTICLE VIII. DURATION & DISSOLUTION The duration of the corporate existence of this organization shall be perpetual until dissolution. Upon dissolution of this organization, the sole Member shall, after paying or making provision for the payment of all debts, obligations, liabilities, costs and expenses of this organization, dispose of all assets and other property of this organization; provided, however, that in no case shall a liquidation, transfer or disposition of this organization be made which would not qualify as a charitable contribution under Section 170(c)(1) or (2) of the Internal Revenue Code, and all assets shall be turned over and transferred to one or more organizations described in Section 501(c)(3) of the Internal Revenue Code, or to the State of Minnesota or any political subdivision thereof for exclusively public purposes. ARTICLE IX. PERSONAL LIABILITY No Member, officer, director or governor of this organization shall be personally liable for the debts or obligations of this organization of any nature whatsoever, nor shall any of the property of the membership, officers, directors or governors be subject to the payment of the debts or obligations of this organization. ARTICLE X. AMENDMENTS These Articles may be amended from time to time with the approval of a majority of the Board and with the approval of the Board of League of Women Voters Minnesota. ARTICLE XI. ORGANIZER The name and address of the organizer is: Terry Kalil, 550 Rice Street, Suite 201, St. Paul, Minnesota Looking Ahead (Details subject to change. See for the latest info.) We 4/27 7PM LWV S Tonka: Turning a Wrong into a Right, 5735 Country Club Rd, Excelsior, MN Fr 4/29 11:30am LWVMN Legacy Lunch, Membership Leadership Development Workshop, Your Vote Launch Party Sa 4/30 8:30am LWVMN Council, Wilder Foundation, 451 Lexington Pkwy N, St. Paul, MN Sa 5/7 9:30am LWV MEPH Program and Annual Luncheon, Smart Public Investments, Mtka Blvd, Mtka Th 6/9 5:30pm LWV MEPH Board Mtg and Potluck Dinner, Mary Tambornino, 3851 Susan Ln, Mtka, MN June LWV US Convention, Washington, D.C. 11

12 LEAGUE OF WOMEN VOTERS Minnetonka, Eden Prairie, Hopkins c/o Bev Montgomery Atrium Way, # 333 Minnetonka, MN