2011 annual meeting Minutes Debbie Reisner called the annual meeting of the League of Women Voters of please

come to order. She announced that In accordance with our bylaws, there is a quorum present to conduct the business of the meeting. The official recorder or secretary of this meeting was Roz Larr. Our parliamentarian was Gary Zuckerman. Debbie opened the proceedings by referring to ARTICLE VII Sec. 2 of our by laws An Annual Meeting shall be held during the fiscal year, the exact date to be determined by the board. The Annual Meeting shall elect officers and directors, the chair of the Nominating Committee, adopt a budget and transact such other business as may properly come before it. Absentee or proxy voting shall be permitted. Minutes shall be circulated to the membership within four (4) months of the Annual Meeting. A majority of attendees at such meeting may approve such minutes via email sent to the Secretary and the President. Sec. 3 of the same article reads, "Approval of such matters as may come before the members at the Annual Meeting shall be by a majority of members and associate members in attendance or by proxy. Debbie reported that Last year's annual meeting minutes were circulated and were so approved. Treasurer's Report Barbara Brunner presented the Treasurers Report and the proposed budget for the upcoming fiscal year. This will be a short report: 7/1-6/30 is our fiscal year. Our checking $5,500 balance, we have resolved dues of $900 with an end profit of $600.00. We try to operate on a zero program budget, using donations and designated funds. The budget will show a loss, but not to worry, the only cost was a wait staff $550.00. $780.00 was raised for the educational fund. Our checking account reads $3,900. Debbies trip to D.C. will be paid for by the League. Educational fund has $3,700 now up $840 over last year. We are well positioned for this year. We have over $8,500 in combined accounts. A motion was made to approve the budget made by P. Larr. It was seconded by Gary Zuckerman. The Budget was approved by unanimous voice vote of the members in attendance.

Bylaws The next order of business was the proposed bylaws changes enumerated on the proxy statement. Debbie explained that last year our chapter drafted and adopted a new set of By Laws and Non Partisan Policy & Procedures. She called on Voter Services Chair Peter Larr who chaired the committee charged with the task of examining the ways in which the new documents could be adjusted to enable our organization to function more effectively. Peter Larr explained the rationale behind the proposed amendments. He read them aloud and moved the adoption of the proposed amendments. Summary of Proposed Changes to By Laws & Non Partisan Policy & Proceedures

In summary, these amendments were drafted to address two issues that have arisen in the past year. Firstly, to clarify our nominating procedure and secondly, to provide a mechanism for board members to recuse themselves proceedings of the board on any occasion in which a conflict of interest arises. In this way, the conflicted board member will remain on the board and available to work on nonconflicting board issues, functions and programs. As they stand now, the current Bylaws require all conflicted board members to necessarily resign or take a leave of absence during the conflicted period.

BYLAWS OF THE LEAGUE OF WOMEN VOTERS RYE, RYE BROOK & PORT CHESTER ARTICLE VIII Nominations and Elections Current Text: Sec. 1. Nominating Committee. The Nominating Committee shall consist of three (3) members, two (2) of whom shall be members of the Board of Directors. One (1), who shall be a member, shall be elected at the Annual Meeting. Nominations for this office shall be made by the current Nominating Committee, or in the absence of a Nominating Committee nomination shall be made by the President in consultation with the Board of Directors. The other members shall be appointed by the Board of Directors immediately following the Annual Meeting. Any vacancy on the Nominating Committee shall be filled by the Board of Directors. Suggestions for nominations for Officers and Directors may be sent to this Committee by any member. Proposed Amendment: Sec. 1a. Selection, Qualifications and Term. The Board of Directors shall consist of the Officers of the

LWVRRP and not more than eight Directors elected by the membership at the Annual Meeting. All Directors shall be members. They shall serve for a term of two (2) years or until their successors have been elected and qualified. Vacancies, other than the presidency, may be filled by vote of the remaining members of the Board. Such appointed Directors shall serve until the next Annual Meeting. The number of appointed Directors shall not exceed the number of elected Directors. Sec. 1b. Nominating Committee. The Nominating Committee shall consist of between three (3) and five (5)members, at least one of whom shall be a member of the Board of Directors and one (1), who shall be a member of the LWVRRP but not a member of the Board of Directors. The members of the Nominating Committee shall be elected at the Annual Meeting. Nominations for this office shall be made by the current Nominating Committee, or, in the absence of a Nominating Committee, nomination shall be made by the President in consultation with the Board of Directors. The Chairperson of the Nominating Committee shall be appointed by the President. Any vacancy on the Nominating Committee shall be filled by the President in consultation with the Board of Directors. Suggestions for nominations for Officers and Directors may be sent to this Committee by any member. ARTICLE XII Current Text: Amendments These bylaws may be amended by a two-thirds vote of the Voting and Associate members at the Annual Meeting, provided that the proposed amendments were submitted to the membership in writing at least one month in advance of the meeting. Proposed Addition: Any proposed amendment to the bylaws may be submitted upon not less than 10 days notice to the membership if approved by a two thirds majority of the Board of Directors. NON PARTISAN POLICY & PROCEDURES Current Text: 3. Campaigns & Political Activities: a. When a Board member feels compelled to campaign for a candidate, the Board member will notify the Board of this intention at the earliest possible opportunity. The Board member will then take a leave of absence from the Board that will commence as soon as partisan activity begins and will continue until after the election is decided. A press release will be issued to that effect. As the Board member will remain a member of the League, he or she will remain eligible to participate in other activities including working on Candidate Forum teams for municipalities in which the member is not eligible to vote.

Proposed Amendment: a. When a board member undertakes to campaign for a candidate, the board member will notify the Board orally of his/her intention at the earliest opportunity. At that point the Board member will recuse him/herself from all issues and activities involving potential conflicts of interest until after the election is decided. The Board member will remain eligible to participate in any activities except those which are construed by a majority of the Board to constitute a conflict. Any such situation should be brought to the Board which may, at its discretion, allow an exception. Current Text: 3 b. A Board member shall not hold office in a partisan political party, political club, or local community action group that nominates candidates for public office within Rye, Rye Brook or Port Chester. Proposed Amendment: 3 b. A Board member may hold positions in a partisan political party, political club or community action group that nominates candidates for public office provided the majority of the Board determines that real or perceived non-partisan commitment of the LWVRRBPC is not compromised. Such Board member must give prompt notice to the Board of any such activities. Said Board member will recuse him/herself from all issues or activities involving potential conflicts of interest. If a majority of the Board concludes a potential real or perceived compromise of the LWVRBPC non-partisan commitment exists, the Board may ask for the members resignation or grant the member a leave of absence until such time as the partisan activity is concluded and the election in question has been decided. Current Text: 3 d. A Board member may not serve on any nonpartisan or other local (Village or County) campaign committee, or participate in local campaign activities, including making financial contributions in such a way as to publicly identify a chapter Board member with a local political candidate. Proposed Amendment: 3 d. A Board member may not participate as a candidate or serve on any nonpartisan or other local (Village or County) campaign committee, or participate in local campaign activities, including making financial contributions in such a way as to publicly identify a chapter Board member with a local political candidate. Any such situation should be brought to the Board which may, at its discretion, allow an exception. Conflict of Interest Policy Current Text:

LWVRRP Board members may not serve simultaneously as an officer of the Town and Village Civic Club Board that engages in partisan activity or endorses candidates for office. Any situation that presents a conflict, as described above, should be brought to the Board, which may, at its discretion, allow an exception. Proposed Amendment: LWVRRPC Board members may serve simultaneously as officers of a civic club board that engages in partisan activity. Any situation that presents a real or perceived conflict, as described above should be brought to the Board. The Board member will recuse him/herself from all issues or activities involving potential conflicts of interest. If a majority of the Board concludes a potential real or perceived compromise of the LWVRRPCs non-partisan commitment exists, the Board may ask for the members resignation or grant the member a leave of absence until such time as the partisan activity is concluded and the election in question has been decided. Current Text: Procedures 3. Communications: All official statements of the LWVRRP should be approved by the President or by the Board at a board meeting or by email. Special meetings may be called to accomplish this. All official letters of LWVRRP should be approved and signed by the President(s). All LWVRRP publicity shall be channeled through the Publicity Chair and cleared by the President(s). Proposed Amendment: 3. Communications: All official statements of the LWVRRP must be approved by the President or by the Board at a board meeting or by email. Special meetings may be called to accomplish this. All official letters of the LWVRRP should be approved and signed by the President(s) or his/her specific designee. All LWVRRP publicity shall be managed by the Publicity Chair or individual(s) otherwise designated by the President after such publicity is approved by the President the Publicity Chair. A person shall be considered a special designee when the President notifies this person by email or in writing and copies the chapter Secretary that the President is authorizing the designee to act for this specific purpose. This designation shall be reported to the Board by the President or the Secretary at the next board meeting and shall be entered into the minutes. Debbie asked whether anyone wished to ask a question or discuss the proposed amendments. No issues were raised. She asked for a motion to adopt. Sandhya Subbarao moved to adopt the bylaws & non-partisan policy & procedures amendments. Steve Meyers seconded the motion. The Amendments were approved by unanimous voice vote of the members in attendance.

Special Reports Nominations Debbie called on the Chair of the Nominating Committee to read the report of the committee. Gary Zuckerman read the slate. The Nominating Committee of the League of Women Voters of Rye, Rye Brook & Port Chester hereby recommends the following: Peter Larr be elected as Vice President for a two year term ending in 2013; Peter will also remain Chair of Voter Services Barbara Brunner be re-elected as Treasurer for a two year term ending in 2013; Barbara will also remain Naturalization Chair The following be elected/ appointed as members of the Board of Directors for two year terms ending in 2013: Roz Carvin Joan Grangenois-Thomas Daniel Lipka Jack Zaccara The following be elected/ appointed as a member of the Board of Directors for a one year term ending in 2012 (replacing Peter Larr) Gary Zuckerman The Nominating Committee recommends that the Nominating Committee consist of the following: Peter Larr Jacqui Proner Steve Meyers Jack Zaccara Gary Zuckerman Debbie paused to welcome any nominations from the floor. There were no further nominations. She declared the nominations closed. Slate was elected unanimously Debbie thanked and acknowledged the extraordinary people whose work contributed to another wonderful year for our League. Steve Meyers told everyone that Debbie Reisner is the BEST and deserves all our thanks!! Motion to adjourn Gary Zuckerman