Bylaws Democratic Women's Club of Santa Cruz County ARTICLE I NAME AND LEGAL BASIS The name of this organization is the Democratic Women's Club of Santa Cruz County (DWC). The DWC is a chartered organization of the Santa Cruz County Democratic Party (also known as the Santa Cruz County Democratic Central Committee) and complies with applicable provisions of that organization s bylaws. ARTICLE II PURPOSE The purpose of the DWC is to study and support the principles and to further the interests of the Democratic Party by endorsing Democratic candidates and supporting goals reflected by the platform of the Democratic Party. ARTICLE III MEMBERS Section 1 Any registered Democrat or any unregistered minor or noncitizen who has declared intention of registering and is interested in the objectives of the DWC is eligible for membership. Section 2 Dues are recommended by the Executive Board (Board) and approved by the membership and are set at a reasonable amount to encourage broad membership. The Board may waive dues in specific circumstances. Dues are payable in January. Those who have not paid by the first of April are dropped automatically from the membership. Those who renew their membership or join in October, November, or December are considered as paid through the following year. ARTICLE IV OFFICERS AND ELECTIONS Section 1 The officers of the DWC are: President, Recording Secretary, Corresponding Secretary, Treasurer, and Membership and Program Chairs. The Membership and Program Chairs, in that order, serve as First and Second Vice Presidents. There is an option of co-officers for each office. The term of office for each position is two (2) years. Section 2 A Nominating Committee composed of five (5) members, two (2) of whom are members of the Executive Board and three (3) of whom are members at large, is elected at the regular September meeting in odd-numbered years only, reports to the Board the following month, and the Board s recommended slate of officers is published no later than in the November newsletter. Elections occur at the regular November meeting in odd-numbered years, with installation of officers at the regular December meeting. Section 3 Nominations from the membership for all offices are always in order prior to election. Timely announcements to this effect are made at general meetings and published in the newsletter.
Section 4 The duties of the officers listed below may also include such other duties as pertain to the relevant office. The President has the following duties: presides at all meetings of the DWC and Board; may be an ex-officio member of all committees except the Nominating Committee; is responsible for submitting reports of the Recording Secretary or Treasurer in the absence of those officers; provides copies of the Bylaws to new Board members in January. When new Board members are appointed at other times, the President ensures they receive copies of the Bylaws at time of appointment; and may appoint a Parliamentarian who shall advise the President as to Parliamentary procedure when required. The First Vice President has the following duties: presides in the absence of the President; and serves as Membership Chair with the duties of promoting membership, maintaining membership records, and notifying members of meetings and DWC activities. The Second Vice President has the following duties: presides in the absence of the President and First Vice President; and serves as Program Chair, responsible for planning programs and making all necessary arrangements, including securing the speakers and the meeting places. The Recording Secretary has the following duties: keeps a record of all proceedings of the DWC and of the Board and reports to the Board and the DWC. The Corresponding Secretary has the following duties: conducts the correspondence of the DWC and of the Board. The Treasurer handles fiscal matters for the DWC as follows: receives all monies and pays all bills as approved by the Board; keeps accounts and furnishes reports to the Board and membership; provides accounting information and reviews procedures with the Audit Committee on request; and files, or oversees the filing of, the required forms of political donations with the proper authorities, as required by state and federal law, including, but not limited to, the California Fair Political Practices Commission. ARTICLE V GENERAL MEETINGS Section 1 Regular general meetings of DWC members are open to the public, unless the Board determines otherwise. The Board sets the schedule of regular meetings. Section 2 Special general meetings may be called by the President, the Board, or by written request of fifteen (15) members submitted to the President. Section 3 At the regular November meeting in odd-numbered years, the election of officers takes place. Installation of officers takes place in December.! 2
Section 4 A quorum consists of one-tenth (1/10) of the membership, at least four of whom are members of the Board. Unless otherwise indicated in the Bylaws, any membership action requires a vote of a simple majority of the DWC members with voting rights who are present at a meeting. ARTICLE VI EXECUTIVE BOARD Section 1 The Executive Board consists of the elected officers, the Chairs of all Standing Committees, and the Parliamentarian. The immediate Past President may choose to be an ex-officio member of the Board. Each member of the Board, whether elected or appointed, has a vote, except that the Past President does not have a vote and the Co-Chairs of a specific committee share one vote (which can be cast by the Co-Chair present when the vote is taken) and if the Co-Chairs disagree on the vote, the more senior Co-Chair s vote controls. Section 2 The Board meets as needed and as determined by the Board. Section 3 If an interim vote is needed between Board meetings, the Board may vote via email, telephone, or any other method the Board determines is appropriate. The President reports the result of such interim votes to the Recording Secretary, who reports the results at the next Board meeting following the vote. Section 4 The Board ensures the retention of adequate funds for operating expenses. See Article IX, Section 2. Section 5 The Board has the power to transact necessary business between regular meetings by incurring reasonable operational expenditures when approved by the Board. The Board may authorize expenditures for or in connection with presentations at DWC meetings and co-sponsored events without DWC membership approval. All campaign contributions and contributions to causes are recommended by the Board and approved by the DWC membership. Section 6 All vacancies in the elective offices (except President) are appointed by the President and approved by the Board. Vacancies for President are appointed by the First Vice President (or Second Vice President in the absence of the First Vice President) and approved by the Board. Section 7 A quorum consists of a majority of the voting members of the Board, excluding those members whose presence is not required at meetings, as determined by the Board at the beginning of each term. Unless otherwise indicated in the Bylaws, any Board action described in the Bylaws requires a vote of a simple majority of the Board members with voting rights present at a meeting. If an interim vote is needed, the action requires a simple majority of those Board members with voting rights. Section 8 Board members who miss three (3) consecutive Board meetings, when such absences are not approved by the President, are terminated. ARTICLE VII COMMITTEES AND DUTIES Section 1 The Standing Committees of the Board are: Publicity, Communications, Legislative, Events, Newsletter, and Historical.! 3
Section 2 The Nominating Committee, an ad-hoc committee formed in odd-numbered years, may make suggestions to the incoming President for Standing Committee Chairs, including Co-Chairs. The President is responsible for making the appointments by December, subject to Board approval. These appointments are announced at the December meeting. The committee Chairs may appoint members to assist them. Section 3 The Audit Committee, an ad-hoc committee formed annually, consists of two members, is approved by the Board and voted on by the membership no later than the regular October meeting. The committee audits all books of the DWC and reports at the regular meeting the following February. Section 4 Other special ad-hoc committees, such as Ways and Means (responsible for proposing and planning fundraising activities), are appointed by the President whenever the President determines it is necessary. Section 5 Duties of the Standing Committees and Chairs are as follows: a. The Publicity Chair has charge of all media notices and other pertinent publicity. The Chair provides the Historian with pertinent articles to be maintained in the archives of DWC activities. For additional publicity for special speakers or events, the President has the responsibility for assigning an appropriate person or persons to handle this extra activity. b. The Communications Chair oversees activities and liaises with the Board in the areas of the DWC s website, videos, social media, and community engagement. c. The Legislative Chair reports on current legislation and provides means to facilitate members' communications with legislators. d. The Events Chair has charge of facilities, decorations, catering, and/or refreshments for DWC general or special meetings and other DWC-sponsored events. e. The Newsletter Chair (Editor) has responsibility for preparation and distribution of a newsletter to members and others. f. The Historical Chair (Historian) is responsible for maintaining the archival material of the DWC. ARTICLE VIII PARLIAMENTARY AUTHORITY Robert's Rules of Order (most recent version) is the parliamentary authority governing the proceedings of the DWC, provided that they do not otherwise conflict with these Bylaws. ARTICLE IX PROVISION OF ENDORSEMENTS AND/OR FINANCIAL CONTRIBUTIONS FOR CANDIDATES AND CAUSES Section 1 Endorsements of and financial contributions for Democratic candidates and Boardapproved causes are the prerogative of the membership. The Board recommends endorsements for candidates and causes according to the procedures described in Article IX, Section 3, and as consistent with applicable provisions of the bylaws of the Santa Cruz County Demo-! 4
cratic Party. The Board presents any such recommendations to the membership at the endorsement meeting or at other general or special meetings as the Board determines is required. After a 30-day period of membership in the DWC, members as defined in Article III, Section 1 are eligible to vote for endorsements of candidates and ballot measures. Section 2 The Board ensures that the amount of the contributions to candidates and Boardapproved ballot measures is in accordance with what is legal and feasible in relation to the balance in the Treasury and with expenses needed to operate the DWC. To implement this distribution, the Board must make recommendations of the total amount of money to be distributed and the specific amount for each candidate and Board-approved cause. The consideration includes reserving sufficient funds. The Board may assign amounts to be distributed to specific offices/ Board-approved causes rather than to specific persons if endorsement has not yet been completed. The membership approves the endorsements and amount of contributions to candidates and Board-approved causes by a simple majority vote of members with voting rights who are present. In the event one or more members prefer a different distribution, the Board's recommendation is first acted upon and if the recommendation is not approved, a dissenting member may make an alternative motion. Section 3 Procedure for endorsement of candidates and causes: a. Requests for endorsement and/or financial contributions are submitted in writing to the Board by a candidate or a DWC member on the candidate s behalf. The purpose of this request is to allow for scheduling of candidates who have asked for support. For purposes of this Section, candidate includes a representative of a ballot measure, unless otherwise indicated. b. All candidates who have registered as Democrats at least sixty (60) days prior to the DWC endorsement meeting may request the endorsement of the DWC. This requirement does not apply to endorsement for ballot measures. c. Procedures for requesting the endorsement are published in a timely manner in the Newsletter and distributed widely. d. At a general meeting of which members have been given notice, candidates or their representatives have the opportunity to present the candidates views. Following any discussion, a vote of the membership is taken by secret ballot. Endorsements and/or financial contributions may only be given with a vote that consists of a simple majority of DWC members with voting rights who cast ballots for the specific office or ballot measure. The giving of financial contributions for each endorsed candidate is not required. e. Board-approved causes that are not connected with a ballot measure are presented and voted on at a regular or special general meeting, instead of by the procedure described above. ARTICLE X AMENDMENTS The Bylaws may be amended at any regular general meeting by a vote of two-thirds (2/3) of those members present and voting, providing the amendment proposal has been presented! 5
and discussed at a DWC regular or special general meeting at least thirty (30) days prior to the meeting at which the amendments are voted on and adopted. ARTICLE XI STANDING RULES Section 1 No officer serves more than two consecutive terms in the same office unless recommended by the Board and approved by the membership. Section 2 The order of business for Board meeting agendas are as follows: a. Call to order b. Report of the President c. Approval of the minutes d. Acceptance of the Treasurer's report e. Correspondence f. Reports of committees g. Reports: Santa Cruz County Democratic Central Committee; Democratic clubs h. Unfinished business i. New business j. Announcements k. Adjournment Section 3 The Board may adopt policies and procedures consistent with these Bylaws. Latest Bylaws Amendments Adopted March 31, 2018. Recent Amendments: September 2015, May 2009, June 2006, September 2001.! 6