Board - League of Women Voters of Williamsburg Area

League of Women Voters of Williamsburg Area

Understanding the LWV-WA Board of Directors

(Based on 2025 Amended Bylaws)

1. What the Board Is

The Board of Directors is the official governing body of the League of Women Voters of the Williamsburg Area.
It is the only group authorized to make decisions and vote on behalf of the League between annual membership meetings.

Per Article VI of the bylaws, the Board consists of:

Four (4) Elected Officers — each elected directly by the membership for a two-year term
- President
- Vice President
- Secretary
- Treasurer
  These positions are elected individually by title at the Annual Meeting.
Up to Eight (8) Elected Directors — each serves a two-year term
- These directors are elected by the membership at the Annual Meeting, in addition to the four officers.
- At least three directors are elected each year so that terms are staggered.
Up to Six (6) Appointed Directors — appointed by a majority vote of the elected members of the Board after the Annual Meeting
- Serve one-year terms that end on June 30 of that fiscal year.
- The Board may include a Parliamentarian as one of these appointed directors.

🟢 Maximum possible Board size: 18 voting members (4 officers + 8 elected directors + 6 appointed directors).

2. Who Can Vote at Board Meetings

Every person who is on the Board — officers, elected directors, and appointed directors — is a voting member.
The bylaws create no ex officio, honorary, or non-voting Board positions.
Each Board member has one vote.
Quorum: a majority of the current Board membership.
Voting by proxy is not permitted.

In short:

🗳️ If you were elected at the Annual Meeting as an officer or director, or formally appointed by the Board as an appointed director, you vote.
If you were not elected or appointed to the Board, you do not vote.

3. Understanding “Committee Chairs”

Nearly every Board member also leads a committee, which causes understandable confusion.
The bylaws distinguish between serving on the Board and chairing a committee:

Type of Chair	Description	Voting Rights
Board-member Committee Chairs	Most elected or appointed directors chair League committees (e.g., Membership, Communications, Voter Services). They are voting Board members because they were elected or appointed — not because they chair a committee.	✅ Yes – Full voting rights.
Non-Board Committee Chairs	The bylaws allow committees to be “chaired by a person who is not a member of the Board.” These chairs perform essential work and may report at Board meetings but are not part of the governing body.	❌ No – May attend or report, but do not vote.

Being a “chair” does not automatically make someone a Board member.
Voting rights come only from Board status, not from the committee role.

4. Who Is Not on the Board

To be on the Board means one of the following:

You were elected by the membership at the Annual Meeting as an officer or elected director, or
You were formally appointed by a majority vote of the Board to serve as an appointed director or to fill a vacancy.

Only those two categories are considered Board members and have voting rights.

The following individuals are not Board members and may not vote:

Committee chairs who have not been elected or appointed to the Board.
Project leaders, volunteers, and advisors who assist the League but are not elected or appointed directors.
Past presidents or former officers, unless separately elected or appointed to the current Board.
Guests or observers invited to give reports.

These individuals may attend meetings or provide updates but do not vote on Board business.

5. Term Lengths, Start Dates, and Vacancies

Elected Officers and Directors:
Terms begin July 1 following their election at the Annual Meeting and continue for two years.
Appointed Directors:
Appointed directors are added by majority vote of the Board at any time after the Annual Meeting.
Their term begins on the date of appointment and ends June 30 of that fiscal year.
Depending on when appointed, an appointed director may serve less than a full year.
Vacancies:
If an elected officer or elected director resigns, dies, or becomes disqualified, the remaining members of the Board may fill the vacancy by majority vote for the remainder of that unexpired term.
This appointment takes effect immediately and does not require waiting until the next Annual Meeting.
Attendance:
Three consecutive absences without valid reason count as a resignation.

6. Executive Committee

The Executive Committee consists only of the four officers — President, Vice President, Secretary, and Treasurer.
It may act between Board meetings only when the Board delegates authority and must report all actions back to the Board.

7. Bottom Line

🔹 All officers and directors — whether elected or appointed — are full voting members.
🔹 The four officer positions are elected directly by title at the Annual Meeting.
🔹 There are no ex officio or non-voting seats on the LWV-WA Board.
🔹 Many Board members also chair committees, but it is their Board election or appointment that grants voting rights — not the committee role.
🔹 Committee chairs or volunteers who are not on the Board may attend and contribute but do not vote.
🔹 Appointed directors begin serving immediately upon Board approval and serve until June 30 of that fiscal year.

8. Identified Gaps and Recommended Bylaws Fixes

Issue	Current Bylaws	Risk / Ambiguity	Recommended Fix
Loss of an Officer	Only the President’s succession is spelled out. Other officer vacancies fall under the generic “any vacancy may be filled.”	Board may hesitate or disagree about procedure to replace Vice President, Secretary, or Treasurer.	Add to Article V: “Vacancies in any office other than the presidency shall be filled by a majority vote of the Board for the remainder of the term.”
Minimum Board Size	Composition is stated (max 18) but no minimum defined.	In theory, the Board could shrink below a functional level.	Add to Article VI: “The Board shall consist of not fewer than four (4) members, including at least two officers.”
Officer Reassignment Mid-Term	Not addressed.	Unclear whether a current director can be appointed to fill a vacant officer role.	Add: “The Board may reassign a current director to serve in a vacant officer position until the next Annual Meeting.”
Appointed Directors Procedure	Mentions appointment but not process.	Could lead to informal appointments without a recorded vote.	Add to Article VI: “All appointments shall require a majority vote of the Board and be entered in the minutes.”
Notification to Membership	Not required when vacancies are filled.	Members may be unaware of changes in officers or directors.	Add: “The Board shall report any officer or director appointments to the membership in the next newsletter or meeting notice.”
Outdated Membership Categories	Article IV §2 still lists ‘associate members’ (implying non-voting status).	“Associate” and “student” categories no longer exist under LWV-US. Retaining them creates confusion about who may vote or serve.	Revise Article IV §2 to read: “The membership of LWV-WA shall be composed of voting members, including life members as defined by LWV-US.” Delete all references to ‘associate members.’
Undefined Role of Parliamentarian	Mentioned in Article VI §1 as a possible appointed director, but duties and voting status are not described.	Confusion about whether the Parliamentarian is advisory (non-voting) or a full voting Board member.	Clarify in Article VI: either (a) define duties and confirm as a voting director, or (b) move to a new section under Officers stating the President may appoint a non-voting Parliamentarian to advise on procedure.
Parliamentary Authority	Article XII properly references Robert’s Rules of Order, Newly Revised.	Adequate; no ambiguity.	Retain this article unchanged. It correctly establishes how meetings are run and how disputes are settled.

The Board