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These bylaws, including all amendments, shall govern the operations of the Westchester Democratic Club. ARTICLE I: NAMEThe legal name of this organization shall be the Westchester Democratic Club, (hereinafter, “the Club”); however, it shall be commonly known as Westchester Democrats. ARTICLE II: AFFILIATION1. The Club shall be chartered by the Los Angeles County Democratic Party Central Committee (hereinafter, “the Central Committee”), and may affiliate with the California Democratic Council (hereinafter, “the CDC”). 2. As a chartered Club of the Central Committee, the Club shall comply with the bylaws of the Central Committee and the California Democratic Party. ARTICLE III: MISSIONThe Mission of the Club shall be to:
ARTICLE IV: MEMBERSHIP AND DUES1. Any person, registered to vote as a Democrat, and who has paid the dues for that calendar year, shall be a Member of the Club. Also, a Member shall be any person, who is not yet eligible to register to vote (a minor, or non-citizen awaiting naturalization), but who is: devoted to the principles of the Democratic Party; who has paid the dues for that calendar year; and, expressed the intent to register as a Democrat, immediately upon becoming eligible. 2. To be in good standing, Members shall: abide by these bylaws; pay annual dues; and, never use the Club’s name in connection with any candidate, issue, or ballot measure, not formally endorsed by the Club. 3. Annual dues may be recommended to the Club by the Executive Board and approved at a regularly called Club General Meeting by a simple majority vote of the Membership present. Club dues are due and payable January 1st annually. Dues paid by new members in the last quarter of a calendar year shall be applicable to the following calendar year. The foregoing notwithstanding, any person who claims financial hardship may have his or her dues reduced or waived, as determined by the Executive Board. 4. Membership may be revoked or denied by the Executive Board for just cause at any time. 5. All Members in good standing shall be allowed to vote at General Membership Meetings on Club matters if they have been Members for thirty (30) days prior to business or action to be taken and meet the criteria of Article IV, Section 1, above. 6. A quorum of at least twenty (20) percent of the Membership, including at least three (3) Officers, is needed to vote on matters at a General or Special Meeting of Members. 7. Nondiscrimination—the Club shall not require or use any test of membership, or oath of loyalty, which has the effect of requiring prospective or current Members to acquiesce in, condone, or support discrimination on the grounds of race, color, creed, national origin, physical ability, sex, age, religion, ethnic identity, sexual orientation, or economic status. 8. Elected federal, state, and local Democratic Office Holders; Officers of the National, State, or County Democratic Party; and Officers of CDC will be considered Ex-Officio Members of the Club. ARTICLE V: OFFICERS1. Officers shall be elected and inducted, pursuant to Article IX: Elections, at the second Membership meeting in a calendar year, for a term of one (1) year. 2. The Officers of the Club shall be the President, one or more Vice Presidents, Recording Secretary, Corresponding Secretary, and Controller. In the event there is only one Secretary elected, the person shall perform the duties of both the Recording and Corresponding Secretaries. The President or the Executive Board may recommend additional officers, as needed. 3. Officer Duties: PresidentThe duties of the President shall be to: provide overall direction of the Club’s activities with the advice and consent of the Executive Board, preside over all Club and Executive Board meetings, sit as an ex-officio member of all committees; speak on behalf of the Club on matters on which the Club has taken a position; be the Club’s first delegate to conventions, Central Committee, and CDC meetings; and perform such other duties that are consistent with the Club's Mission. The President may appoint, with the consent of the Executive Board, a professional Treasurer, who need not be a Member and who shall be compensated as an independent contractor. Compensation for the Treasurer must be approved by the Executive Board. Any contract for services shall be subject to cancellation by the Executive Board or Treasurer. The President may authorize, with concurrence of the Controller, or in the absence of the Controller, with concurrence of the Vice President, expenditures in any given month up to an amount preauthorized by the Executive Board. Expenditures beyond the preauthorized amount require approval of the Executive Board. Vice PresidentThe duties of the Vice President(s) shall be to: assist the President in the overall direction of Club activities; assume the duties of the President in his/her absence; and, perform such other duties as may be assigned by the President or the Executive Board. Recording SecretaryThe duties of the Recording Secretary shall be to: record minutes for each Club Membership and Executive Board Meeting and present minutes at Executive Board Meetings; be custodian of the Club’s official files and records, including, but not limited to, the minutes, committee reports, policies and procedures, and bylaws, including all amendments; attest to official actions of the Club; and perform such other duties as may be assigned by the President or the Executive Board. Corresponding SecretaryThe duties of the Corresponding Secretary shall be to: write and send any official correspondence from the Club, as directed by the President, Executive Board, or Membership; to assume the duties of the Recording Secretary in his/her absence; and, perform such other duties as may be assigned by the President or the Executive Board. ControllerThe duties of the Controller shall be to: maintain the financial records of the Club, including the names, dates, and amounts for all dues collected and funds expended; disburse the funds of the Club, as authorized by the President or, in the absence of the President, a Vice President; make a financial report at all meetings of the Executive Board; submit to the Club, in writing, at the close of the fiscal year, an annual statement (including a Balance Sheet, Income Statement and Statement of Receipts and Disbursements); abide by the Fair Political Practices Commission (FPPC) and Federal Election Commission (FEC) laws and regulations; maintain an accurate roster of paid Members; develop an annual budget for the Club to be presented to the Executive Board for approval; secure written reports from those responsible for all fund-raising activities; be responsible for ensuring the confidentiality and security of all records and membership lists; ensure that all financial records are available for review by any officer upon reasonable notice; supervise activities of the Treasurer as related to the financial affairs and operations of the Club; and perform such other duties as may be assigned by the President or the Executive Board and implicit in the title of Controller. The Club shall retain a professional Treasurer whose responsibilities shall include, but not be limited to: open and maintain bank accounts as required for the deposit of Club funds; pay regular and recurring expenses of less than a pre-authorized amount when such expenses are presented by the Controller or the President or, in the President’s absence, a Vice President, provided that any expenditure exceeding a preauthorized amount must be approved by the Executive Board; require that all checks not signed by the Treasurer shall bear the signatures of two of the following three: President, Vice President or Controller; require that all expenses and disbursements be supported by receipts or vouchers and signed by the responsible members; take custody of and properly deposit all funds raised or received by the Club, directly or indirectly; be responsible for the timely filing of all financial reports and any other reports required by law; and provide monthly and year-end financial reports to the Controller or President. 4. No Officer of any other Democratic Club may be an Officer in this Club other than Treasurer. ARTICLE VI: COMMITTEES 1. Standing and Ad-Hoc Committees may be created and Committee Chairs appointed by the President, with the advice and consent of the Executive Board, and assigned such responsibilities as may be appropriate to carry out the Mission of the Club. 2. Committee Chairs shall be Members of the Club. Committee Chairs shall be members of the Executive Board and shall report to the Executive Board. 3. The President shall be an ex-officio Member of all Standing and Ad-Hoc Committees.
ARTICLE VII: EXECUTIVE BOARD 1. The membership of the Executive Board shall include the elected Officers, the immediate past President, and the Chairs of the Standing and Ad-Hoc Committees. 2. Members of the Executive Board shall be responsible for overseeing the planning and direction of all Club activities, and establishing Club policies and standing rules for carrying out the role of the Executive Board. Policies and standing rules shall be reviewed annually by the Executive Board and provide a report concerning any changes upon request by the membership. The Executive Board shall establish and approve Rules and Procedures for Club Elections and Rules and Procedures for Endorsements. The Executive Board shall oversee the work of committees, present an annual action plan, budget, and perform such duties as may be assigned by the Club. 3. Any Officer or Executive Board Member may resign by submitting in writing his or her resignation to the President or Executive Board. Any vacancy of Club Officer or Executive Board Member shall be filled by a majority vote of the Executive Board. The replacement Officer or Executive Board Member shall be a Club Member and shall serve out the term of the vacated seat until the next regularly scheduled election. 4. Any Member of the Executive Board may be removed from office for just cause by a two-thirds (2/3) majority vote of the Executive Board. Any Executive Board Member who misses three (3) consecutive meetings, without providing good and valid reasons, shall be removed and notified. Executive Board Members may resign their office at any time by notifying the President or Executive Board in writing. 5. The Executive Board Meetings shall be held at least quarterly, at a time and place determined by the President. Executive Board Meetings shall be open to any member of the Club. Invited members of the public may address the Board only at the discretion of the presiding officer. 6. Special meetings of the Executive Board may be called by the President or the Executive Board. Such meetings may be conducted via e-mail or telephone, as may be necessary to ensure timely decisions. 7. A quorum of a simple majority of the members of the Executive Board is needed to vote on matters at an Executive Board meeting, unless otherwise provided by these bylaws. 8. Any action of the Executive Board may be overruled by a majority vote of the total Membership at a General Membership Meeting. ARTICLE VIII: GENERAL MEETINGS 1. There shall be a General meeting of Membership of the Club, held at least quarterly, at a time and place to be determined by the Executive Board. In no event shall there be less than four (4) meetings held in a calendar year, nor shall two (2) consecutive Membership meetings be cancelled. 2. Notices for General Membership meetings shall be made at least ten (10) days in advance of the meeting, and may be made through the Club website, via e-mail, local newspapers, U.S. Mail, or telephone for those members without computer access or with special needs. Whenever possible, meeting agendas shall be posted with such notices. Relevant members of the Central Committee shall be notified per the Central Committee’s requirements. 3. Special Membership Meetings may be scheduled by the President or by a written request submitted to the President by ten (10) percent of the Membership. The purpose of any Special Membership Meeting shall be clearly stated in the Meeting notice. 4. A quorum of at least twenty percent (20%) of the Membership, including at least three (3) Officers, is needed to vote on matters at a Membership meeting. Passage of an action item, at either a Membership or an Executive Board Meeting, shall require a simple majority of Members present, unless otherwise provided in these bylaws. 5. Meetings shall be conducted in accordance with the latest edition of Robert’s Rules of Order. ARTICLE IX: ELECTIONS 1. The election of Officers shall be at a General Membership Meeting held during the first quarter in a calendar year. 2. All persons nominated for Office must be Members. Candidates for President must have been Members for at least three (3) months preceding the election, and candidates for all other offices must have been Members for at least three (3) months preceding the election. 3. A Member who meets the qualifications in Article IX, Section 2, for a Club Office may be nominated by any Member. Nominations may be made prior to or at the first General Membership meeting of the calendar year and submitted to the Elections Committee. The final list of candidates shall be published in the same manner as meeting notices. Candidates shall have the opportunity to place brief statements of their qualifications and platform on the Club website, to address the Membership at the General Membership Meeting held for the purpose of holding elections, and to hand out Officer Candidate Statements prior to the onset of voting. 4. Unless otherwise approved by the Membership, voting will be done via secret, paper ballots. There will be no proxy voting. There must be a quorum present for the election to be official. To be elected, a candidate must receive fifty percent (50%) plus one (1) of votes cast for the Office. If there are more than two candidates, and none receives the required majority, there will be an immediate runoff election between the two (2) candidates receiving the most votes. The results shall be announced before the close of the meeting, as well as on the Club website. The term of the newly elected officers shall begin immediately.
ARTICLE X: ENDORSEMENTS 1. In the absence of any endorsement by the State or County Democratic Committees, or the CDC, the Club may endorse Democratic Party candidates and positions on ballot measures, upon: the recommendations of the Executive Board; the request of a candidate, or sponsor of a position on a ballot measure; or a motion from a Member. The rules governing voting on endorsements shall be the same as those in Paragraph 5, of Article IX, Elections, above. To win endorsement, a candidate, or a position on a ballot measure, must obtain a favorable vote from at least sixty percent (60%) of the Members present and voting. 2. Whenever possible, candidates, and proponents of positions on ballot measures, should be invited to make a presentation and answer questions, at a Club Membership meeting prior to the election meeting. Notice of endorsement meetings should be made in the same manner as notices for all General Membership Meetings. 3. In no event shall the Club endorse a non-Democratic candidate, in any race, nor shall it provide any financial support for non-Democrats. ARTICLE XI: AMENDMENTS1. Amendments to these bylaws may be proposed by the Executive Board, a standing committee, or a Member. 2. Proposed amendments must be submitted in writing to the Executive Board and be accompanied by a specific reason to amend the bylaws. 3. A written notice (as stated in Article VIII, Section 2) shall be sent to Members, together with the recommendations(s) of the Executive Board, at least ten (10) days prior to the General Membership Meeting at which the amendment(s) shall be presented for adoption. 4. Amendments shall be adopted by a two-thirds (2/3) vote of the Members present at the meeting, and shall be effective at the time of adjournment of that meeting, unless otherwise specified at the time of adoption. 5. The Recording Secretary shall immediately update the official copy of these bylaws, as well as those displayed on the Club’s website. EFFECTIVE DATE: These bylaws became effective upon their approval by at least two-thirds (2/3) of the Steering Committee Members voting, on the date officially recorded below: Date: __June 6, 2007___________ Sheila Mickelson Amended: __June 16, 2007______ Attest: Sheila Mickelson, President Amended: __April 7, 2009_______ Attest: Sheila Mickelson, President Amended: __May 20, 2010______ Attest: William Roberts, President |