Proposed By-law changes

The proposed changes are identified by strike-though or underlined text.

EL CERRITO DEMOCRATIC CLUB BYLAWS

Approved 2002 and Amended August 26, 2003 and, June 24, 2008 and April 28, 2015

1. Name:The name of this organization is the EL CERRITO DEMOCRATIC CLUB (ECDC).

1. Purpose: The ECDC is a political organization for residents of El Cerrito, Kensington, and neighboring communities, chartered by the California Democratic Party, which:
2. Provides a forum for area residents to discuss and explore issues of local, state, national, and/or international importance.
3. Provides an opportunity for area residents to participate in a significant way in the election campaign process.
4. Coordinates the exchange of ideas, plans, and information for the mutual benefit of its members.
5. May endorse candidates and take positions on legislation and issues of interest to its members.
6. Acts to promote the public welfare, serve the principles of democracy, oppose unfairness and discrimination, and does this by reason and with justice.

III. Membership: Any registered Democrat becomes a member upon payment of annual dues. Membership: Any person becomes a “member in good standing” (hereafter “member” or “members”) upon verified payment of annual dues and proof of registration in the Democratic Party. A member becomes a “suspended member” upon failure to pay annual dues by December

A suspended member lacks member status, but can restore member status immediately upon payment of annual dues by March 15. A suspended member is terminated (removed from club roster) upon failure to pay annual dues by March 15. Dues may be waived by the Executive Board for good cause, such as inability to pay.  ECDC administrative information about members (e.g., name, address, phone number, e-mail address) is confidential except when disclosure would serve or promote ECDC activities or administration.

Annual Dues: The members shall determine the amount of the annual dues at the September meeting and shall be at least $5/year. Dues may be waived by the Executive Board for good cause, such as inability to pay. Annual Dues: Dues shall be determined by themembership and shall be at least $5/ Annual dues are payable October 1st, due by December 31st, and covers membership for the following calendar year. When a new member pays annual dues between October 1st and December 31st, this payment covers the remainder of the current calendar year and the following calendar year.

Executive Board (“E-Board”):

1. Membership. The E-Board consists of Elected Officers and Committee Chairs.  
2. Duties. The E-Board acts for the membership between member meetings on: administrative details; follow-up actions on issues upon which ECDC has taken a position; time sensitive issues that must be decided before the next member meeting, and; calling additional meetings as specified in Section VII.A (Meetings).      The E-Board shall act with restraint and discretion.  

Actions. The Executive Board may act in a meeting or by a poll. Meetings. E-Board meetings require prior notice to all E-Board members; action at E-Board meetings requires a quorum of five officers, and approval of action by a simple majority of those present.

Polls. A majority of all Board members is required to approve an action taken by a poll. The Executive Board may not vote by proxy. All actions of the Executive Board shall be reported at the next member meeting, the membership confirming, when appropriate, the actions taken. 

Committee Chairs.  Committee Chairs shall attend Executive Board meetings when their Committee reports and shall have advisory votes in actions pertinent to their Committee.

 

1. Elected Officers. Administration of ECDC shall be conducted by its Elected Officers. In performing their duties, officers shall adhere to and be guided by the decisions of the members and Executive Board. The members may elect additional officers as needed. Any officer may appoint an assistant or assistants to aid in the performance of the officer’s duties.

Term of Office. The term of office for all officers is one year.

Nomination Process. Nominations are made by the nominating committee.

Additionally, the general membership may make nominations during the January organizational meeting.

Vacancies. A vacancy in an office (for instance, by death or resignation) shall be filled by majority vote of the members present at any meeting, the notice of which shall have specified the proposed action as provided in Section VII.B.1(a) or (b) (Notice).

Election Process. Officers shall be ECDC members and elected by a majority vote of the members present at the January organizational meeting. No member shall be elected to serve in more than one office concurrently.

the following officers:

Positions and Duties.

1. President: responsible for overall administration and management of ECDC, conducting meetings of the members and the Executive Board, assuming or assigning responsibilities of other offices that are vacant or not otherwise being performed, and representing ECDC positions as spokesperson. Committee chairs may be appointed by the president, subject to member confirmation.
2. Executive Vice President: in addition to acting in the absence of the President, is responsible for encouraging the development of action plans to achieve ECDC policy objectives, overseeing those plans, maintaining the ECDC policy platform and updating the platform to include policies approved by the membership in accordance with Section VIVII.E.

3. Immediate Past President: in addition to acting as President in the absence of the President and Executive Vice President, shall chair the nomination committee.

4. Vice President-Membership: responsible for membership lists, accessing online voter information, membership development and recruitment, affiliation with other Democratic organizations, and annual re-chartering of ECDC.

5. Vice President-Treasurer: responsible for keeping and maintaining adequate and correct accounts of ECDC financial transactions, depositing all ECDC funds, distributing ECDC funds as authorized, and drafting a budget.
6. Vice President-Publications: responsible for the publication and distribution of ECDC News, ECDC miscellaneous publications, and development and maintenance of an ECDC presence on the Internet.

7. Vice President-Records: responsible for member and Executive Board meeting minutes, meeting attendance records, and maintenance of ECDC’s permanent records.
8. Vice President-Programs: responsible for planning, scheduling, and arranging ECDCprograms and speakers for ECDC meetings and special events, including the annual dinner.

9. Vice President-Media: responsible for relations with print and other media, monitoring press coverage, preparing press releases regarding ECDC meetings and actions, and acting as corresponding secretary preparing or overseeing ECDC correspondence.

In performing their duties, officers shall adhere to and be guided by the decisions of the members and Executive Board. The members may elect additional officers as needed. Any officer may appoint an assistant or assistants to aid in the performance of the officer’s duties.

Election of Officers. Officers shall be ECDC members and elected by a majority vote of the members present at the January organizational meeting. No member shall be elected to serve in more than one office concurrently.

Vacancies.

Filling of Vacancy. A vacancy in an office (for instance, by death or resignation) shall be filled by majority vote of the members present at any meeting, the notice of which shall have specified the proposed action as provided in Section VI.B.1(a) or (b) (Notice).

  Removal.  A petition to remove an officer for cause may be submitted by ten members or the Executive Board.  Reasons for removal include, but are not limited to, missing three consecutive Executive Board meetings without a valid excuse, or failure to faithfully perform the duties of the office. Members shall vote by secret ballot on the removal petition at a meeting the notice of which shall have specified the proposed removal as provided in Section VIVII.B.1(a) or (b) (Notice). Removal shall require the majority vote of the members present at the meeting. The vacancy created by removal of an officer shall be filled as provided in Section VVI.C.1.

VIVII. Meetings.

1. Meetings. Members shall meet regularly, usually monthly but at least quarterly, at times, dates, and locations to be determined by the membership. Unless otherwise noticed, meetings shall include discussion of and action upon ECDC business. The January organizational meeting shall include the election of officers and setting of the calendar. Additional meetings may be called by the Executive Board or by a vote of the members at any meeting. Notice of an additional meeting shall be mailed to the members pursuant to Section VIVII.B.1(a) or (b) (Notice), or given at least 72 hours in advance by telephone, electronic mail, or any combination of means.

Notice. Members have a right to notice and to deliberate on proposed ECDC actions.

1. Notice Defined. Notice exists when the text of a proposed action and its implementation plan is either:

mailed to the members, in the ECDC News or otherwise, at least ten days prior to the meeting at which action is proposed, or

presented at a member meeting, informing the members that the members will be asked to act upon the proposal at a subsequent meeting.

Notice Unnecessary. No notice is required when a proposed action is fairly encompassed by an ECDC action previously taken that is still in effect.

Waiver of Notice. Notice of a proposed action may be waived by a 2/3 vote of the members present and voting at a meeting, provided that those voting for the waiver constitute at least a majority of the required quorum for the meeting.

Conduct of Meetings. The President or his/her designee shall preside at all meetings.

Attendance and adequate minutes shall be taken at each meeting. The members shall designate a Rules of Order to guide matters not specifically covered by these Bylaws or standing rules.

Quorum. Quorum at a meeting consists of five percent of the membership, but not less than 10 members.

Voting.

1. Any proposal that has been properly presented as specified in Section VIVII.B.1(a) or (b) (Notice) may be adopted by a simple majority of the members present and voting at the meeting, provided that those voting for the proposal constitute at least a majority of the required quorum for the meeting.

2. Any proposal for which Notice has been waived as provided by Section VIVII.B.3 (Waiver) may be adopted by the 2/3 vote of the members present and voting at the meeting, provided that those voting for the proposal constitute at least a majority of the required quorum for the meeting.
3. Members may not vote by proxy.

VIII. VII.   Newsletter: ECDC shall distribute a newsletter to all members and newsletter subscribers, usually monthly preceding each member meeting. Within the limits of the budget, the newsletter shall include information on ECDC business, such as action taken at member and Executive Board meetings, notice of proposed actions as provided in Section VI.B. (Notice), and any other matters as specified in these Bylaws.

VIII. Executive Board: The Executive Board shall consist of the Elected Officers specified in paragraph V.A (Positions). The Executive Board is empowered to act for the membership between member meetings on:

1. administrative details,
2. follow-up actions on issues upon which ECDC has taken a position,
3. time sensitive issues that must be decided before the next member meeting, and
4. calling additional meetings as specified in Section VI.A (Meetings).

The Executive Board shall act with restraint and discretion. The Executive Board may act

in a meeting or by a poll. Prior notice of meetings shall be given to all Executive Board members. If acting by poll, notice of the proposed action shall be given to all Executive Board members. A quorum shall be five officers. An action may be adopted by a majority of the Executive Board present and voting at the meeting. A majority of all Board members is required to approve an action taken by a poll. The Executive Board may not vote by proxy. All actions of the Executive Board shall be reported at the next member meeting, the membership confirming, when appropriate, the actions taken.

1. Endorsement of Candidates, Taking Positions on Ballot Issues, and Making Campaign

Contributions: ECDC may endorse candidates for public office, take positions on ballot issues,

and contribute to political campaigns (“Endorsement Actions”). All Endorsement Actions shall be taken in accordance with ECDC Standing Rules on Endorsement.

Prior to endorsing a candidate seeking an office for which ECDC has scheduled a candidates’ forum and endorsement vote by secret ballot, ECDC will communicate with the Democratic candidates or their campaigns, and invite them or their representatives to participate in a Candidates’ Forum. For all other candidates, notice of such a forum shall be determined by the Executive Board.

An Endorsement Action may only be taken at a meeting of members after notice has been provided to members in the ECDC News or otherwise, mailed at least 10 days prior to the meeting at which action may be taken. ECDC can only endorse candidates who are Democrats. The affirmative vote of 60% of the members present and voting, but not less than 5% of the members or 10 members, whichever is greater, is necessary for an Endorsement Action. Voting on candidates in non-partisan elections may be accomplished by use of a ranked-choice or instant runoff system...  All votes on Endorsement Actions are final and may not be set aside or reconsidered, even if the result is that no candidate is endorsed for a seat or no action is taken on a ballot issue or proposal to contribute to a political campaign.

1. Use of ECDC Identity: No person may use or authorize the use of the ECDC name, address, mailing permit, or any other item that would identify ECDC, except as follows:

(1) listing ECDC as an endorser when endorsement has been properly obtained pursuant to Section IX, or

(2) upon receiving the approval of 60% of the members present and voting at a meeting, but not less than 5% of the membership or 10 members, whichever is greater, provided notice of the exact use and the materials in which the item is to be used are provided pursuant to Section VI.B.1(a) or (b). No use may extend beyond the time specified by the members.

1. Amendments: An amendment to these Bylaws may be considered at any member meeting in which notice is provided under Sections VI.B.1(a) and (b). The affirmative vote of 2/3 of the members present and voting at the meeting, but not less than 5% of the membership or 10 members, whichever is greater, is necessary to adopt an amendment.

The members may adopt, amend, or waive any of the ECDC Standing Rules by a 2/3 vote of those present and voting at a meeting, provided that those voting for the adoption, amendment, or waiver constitute at least a majority of the required quorum for the meeting. ECDC shall not promulgate standing rules inconsistent with these Bylaws.