|
BYLAWS OF THE DEMOCRATS OF NAPA
VALLEY CLUB Translation to come soon
ARTICLE I — NAME AND PURPOSE
A. Name.
The name of this Club is the Democrats of Napa Valley
B. Purpose.
The primary objectives of this Club shall be:
- Constitute a Democratic Club Chartered by the
Napa County Democratic Central Committee to provide support for Democratic
principles and the mission of the Democratic Party in general in Napa
County.
- To provide a forum for elected officials, candidates
for office and concerned citizens to gather and discuss issues and ideas
in an effort to promote Democratic ideals.
- To assist the Napa County Democratic Headquarters
PAC to develop a coordinated campaign in Napa County through organizing,
voter registration drives, and volunteer recruitment.
- To educate, inform and involve the public in
important Democratic issues, policies and activities and gain greater
access to legislative representatives through meetings, speakers, group
letter writing, special projects or events, membership development,
publicity and other community education efforts.
- To develop Democratic candidates for partisan
and nonpartisan elected positions.
- To raise funds for our collective purposes,
including making donations.
- To endorse candidates for State and Federal
elected office and notify the community of our endorsements.
- To have fun while being good citizens.
ARTICLE II — MEMBERS
A. Members.
All members shall support the goals of the Democratic Party.
B. Voting Members.
Voting members of this Club shall be
made up of Napa County residents who are current in payment of annual
dues established by the Club membership and/or Executive Committee. All
members in good standing shall have the right to attend meetings, hold
elective or appointed offices, and vote when present, on all matters before
the membership. Dues shall be due and payable on January 1 of each year.
Members joining during the year shall pay for the full year. Provisions
will be made for persons who find the dues a hardship. Any person who
has not made payment by April 1 shall no longer be a voting member in
good standing.
C. Nonvoting members.
Anyone who does not meet the criteria for voting member, but who elects
to become a member, shall be a nonvoting member. Nonvoting members may
attend meetings and be appointed to work on Committees of the Club. Nonvoting
members may be required to pay costs of receiving a newsletter.
D. Others.
The Club may, in its discretion, create additional classes of members.
E. Removal.
Any member may be expelled by a two-thirds majority of the members
present and voting at a membership meeting, provided that said member
shall have had at least 30 days written notice of the grounds for such
expulsion and the time and place of the vote, and provided that no member
may be expelled due to any grounds which would violate state or federal
anti-discrimination laws.
ARTICLE III — ORGANIZATION
A. Powers.
The activities and affairs of the Club shall be managed by or under
the direction of an Executive Committee made up of the officers of the
Board. The Executive Committee or the Club membership can take any action
necessary to administer the Club. If the second place candidate for Chair
receives at least 25% of the vote, the individual shall be considered
elected as one of the Executive Committee Members at Large, unless he
or she is elected for another Executive Committee position.
B. Executive Committee.
1. Election of Officers.
Half of the Club's officers shall be elected annually, and the
other half in the following year. The Chair and Vice Chair and Treasurer
shall be elected in even years, and the, and Treasurer and Secretary in
odd years. Election shall be by a majority of the Club's voting members
and shall take office immediately following the vote. If no such election
takes place, the Executive Committee shall elect new officers. The election
of interim officers shall take place on January 21, 2004 for a tem form
1/21/04 to 7/1/04, where upon new officers shall be elected, with a term
to be from 7/1/04 to 1/1/05
2. Number.
The Executive Committee shall consist of at least three but no
more than eight officers unless changed by amendments to these bylaws.
The exact number of Executive Committee Members shall be fixed, within
those limits, by a resolution adopted by the membership. The officers
of this Club shall be Chair, Secretary, Treasurer, Vice Chair, and up
to three Executive Committee Members at Large. The Club may create and
appoint such other offices as deemed appropriate. Any number of offices
may be held by the same person.
a. Responsibilities of Officers.
1.) Chair. The Chair of the Executive Committee
shall preside at Executive Committee and Club membership meetings and
shall exercise and perform such other powers and duties as the Executive
Committee may assign from time to time. The Chair has the power to appoint
Chairpersons of Committees, with ratification of the Executive Committee;
to appoint members of the Committees, in consultation with the respective
chairperson; to call membership and Executive Committee meetings; and
to perform such other duties as usually pertain to this office and as
specified by these by laws. The Chair shall be an ex-officio member of
all committees.
2.) Vice Chair. The Vice Chair shall act as Chair of the Executive Committee
and shall preside over Executive Committee meetings in the absence or
inability to serve, or as by appointment of the Chair. The Vice Chair
shall also be responsible to prepare the request re-chartering to the
Napa County Democratic Central Committee in compliance with that entity's
requirements for chartering upon approval of the Executive Committee.
In addition to the Chair, the Vice Chair shall serve as liaison between
this organization and other Democratic clubs and the Napa County Democratic
Central Committee.
3.) Secretary. The Secretary shall keep or cause
to be kept minutes of all meetings, proceedings, and actions of the Executive
Committee and Club. The minutes of meetings shall include the time and
place that the meeting was held; the names of persons present and the
record of business transacted. The Secretary shall maintain a roster of
all classes of members. The Secretary shall also send and receive correspondence
on behalf of the organization, along with the Chair.
4.) Treasurer. The Treasurer shall keep and maintain
correct books and accounts of the Club's properties and transactions.
The Treasurer shall prepare financial reports for review by any officer
at all reasonable times. The Treasurer shall also be responsible for preparing
reports to the Fair Political Practices Commission or other governmental
agencies as may be required. The Treasurer shall also have the responsibility
to collect dues and to make reports to the Secretary of voting members
in good standing.
The Treasurer shall (i) deposit, or cause to be
deposited, all money and other valuables in the name and to the credit
of the Club in a financial institution where funds are guaranteed; (ii)
disburse the Club's funds as the Executive Committee may order; (iii)
render an account of the financial condition of the corporation; and (iv)
have such other powers and perform such other duties as the Executive
Committee or the bylaws may require, or as usually pertain to this office.
5.) Executive Committee Members at Large. The
Executive Committee may appoint up to three Executive Committee Members
at Large to serve on the Executive Committee.
3. Nomination and Election of Officers.
a. Term of Officers and Election. Officers shall
be elected to serve two year terms. The maximum time any one person can
serve in any office of the Executive Committee shall be two consecutive
terms. The Executive Committee shall set the date for the election of
officers in advance. If officers are not elected at this meeting, they
may be elected at any special meeting held for that purpose or by written
ballot. Each officer, including an officer elected to fill a vacancy or
elected at a special meeting or by written ballots, shall hold office
until expiration of the term for which elected and until a successor is
elected and qualified.
b. Nomination. Nominations for office can be made at the meeting to elect
Officers.
c. Vacancies on Executive Committee of Officers.
1.) Vacancies. A vacancy or vacancies on the Executive
Committee of officers shall occur in the event of (a) the death or resignation
of any officer; (b) the removal of a officer by two-thirds vote of the
entire Executive Committee of officers; (c) the increase of the authorized
number of officers; or (d) the failure of the Club at any meeting at which
officers(s) are to be elected, to elect the number of officers required
to be elected at such meeting.
2.) Resignation of Officers. Except as provided below, any officer may
resign by giving written notice to the chairman of the Executive Committee,
if any, or to the president or the secretary of the Executive Committee.
The resignation shall be effective when the notice is given unless it
specifies a later time for the resignation to become effective. If an
officer's resignation is effective at a later time, the Executive Committee
may elect a successor to take office as of the date when the resignation
becomes effective. Except on notice to the Napa County Democratic Central
Committee, no officer may resign if the Club would be left without a duly
elected officer or officers.
3.) Vacancies Filled by Executive Committee. Vacancies
on the Executive Committee may be filled by approval of the Executive
Committee or, if the number of officers then in office is less than a
quorum, by (1) the unanimous consent of the officers then in office, (2)
the affirmative vote of a majority of the officers then in office at a
meeting held according to notice or (3) a sole remaining officer.
4). Removal of Officers. The Executive Committee
may remove, by majority vote, any officer with or without cause.
4. Meetings of Executive Committee of Officers.
a. Place of Executive Committee Meetings. Meetings
of the Executive Committee shall be held at any place within California
that has been designated by resolution of the Executive Committee or in
an advance notice of the meeting, providing notice has been given to the
officers of the location of the meeting.
b. Meetings by Telephone. Any Executive Committee
meeting may be held by conference telephone, video screen communication,
or other communications equipment. Participation in a meeting under this
Section shall constitute presence in person at the meeting if all of the
following apply: (a) Each officer participating in the meeting can communicate
concurrently with all other members. (b) Each officer is provided the
means of participating in all matters before the Executive Committee,
including the capacity to propose, or to interpose an objection to, a
specific action to be taken by the Club. (c) The Executive Committee has
adopted and implemented a means of verifying both of the following: (i)
A person communicating by telephone, video screen, or other communications
equipment is a officer entitled to participate in the Executive Committee
meeting; and (ii) All statements, questions, actions, or votes were made
by that officer and not by another person not permitted to participate
as a officer.
c. Annual and Other Meetings. On a date selected by resolution of the
Executive Committee, the Executive Committee shall hold a general meeting
for purposes of organization, election of officers and transaction of
other business. Notice of this meeting is not required.
Other general meetings of the Executive Committee may be held without
notice at such time and place as the Executive Committee may fix from
time to time.
d. Special Meetings.
1) Authority to call Special Meetings. Special
meetings of the Executive Committee for any purpose may be called at any
time by the chairman of the Executive Committee or any two officers.
2) Notice of Special Meetings. Notice of the time
and place of special meetings shall be given to each officer by any means
necessary to achieve notice. The notice shall state the time of the meeting
and the place. The notice need not specify the purpose of the meeting.
5. Quorum. A majority of officers shall constitute
a quorum for the transaction of any business except adjournment. Every
action taken or decision made by a majority of the officers present at
a duly held meeting at which a quorum is present shall be an act of the
Executive Committee. A meeting at which a quorum is initially present
may continue to transact business, despite the withdrawal of some officers,
if any action taken or decision made is approved by at least a majority
of the remaining officers.
6. Adjournment. A majority of the officers present, whether or not a quorum
is present, may adjourn any meeting to another time and place.
7. Action without Meeting.
Any action that the Executive Committee is required or permitted to take
may be taken without a meeting of all Executive Committee members, provided,
however, that contact by any means possible is made and a majority of
Executive Committee members have approved the action. Such action shall
have the same force and effect as any other validly approved action of
the Executive Committee. All such consents shall be filed with the minutes
of the proceedings of the Executive Committee.
C. Committees.
1. Creation and Powers of Committees. The Executive Committee, by
resolution adopted by a majority of the officers then in office, may create
one or more committees as necessary, including, but not limited to the
following: Membership, Fund Raising, Information and Education, State
and Federal Democratic Party Liaison, and Newsletter. Appointment to committees
shall be by majority vote of the authorized number of officers.
D. Dues.
The Executive Committee shall determine the amount of annual dues
to be paid in order to be voting and nonvoting members of the Club. In
establishing the criteria for dues, the Executive Committee shall adopt
a procedure for waiving all or part of the dues for anyone unable to afford
payment.
ARTICLE IV — CLUB MEMBERSHIP MEETINGS
A. Meetings.
The membership shall establish the number
of meetings to be held each year and establish a normal time and place
for the meetings. Special meetings may be called by the Chair or upon
notice of five voting members in good standing. At least five members
shall constitute a quorum of membership meetings.
ARTICLE V — ENDORSEMENTS AND RESOLUTIONS
A. Conditions for Endorsements.
Endorsements of candidates and resolutions by this Club shall be made
at membership meetings and shall require a simple majority of the members
present and voting. The following conditions shall be observed: 1) only
Democrats shall be endorsed; 2) votes shall be conducted by secret-ballot;
and 3) endorsement ballots shall include the choice: "No endorsement."
ARTICLE VI — AMENDMENTS
A. Amendment of Bylaws.
These bylaws may be amended by two-thirds vote of the members present
and voting at a membership meeting.
ARTICLE VII — DISSOLUTION
A. Distribution on Dissolution.
This Club's assets are irrevocably dedicated to the pursuit Democratic
goals. No part of the funds or assets on dissolution or otherwise, shall
inure to the benefit of any private person or individual, or to any director
or officer of the corporation. On liquidation or dissolution, all properties
and assets remaining after payment, or provision for payment, of all debts
and liabilities of the Club shall be distributed to the Napa County Democratic
Central Committee or any other Napa County Democratic nonprofit fund,
foundation or Club chartered by the Napa County Democratic Central Committee.
ARTICLE VIII — RULES
A. Roberts Rules of Order.
The most current edition of Robert's Rules of Order shall govern the
business portions of all meetings of the membership and in situations
not covered by these by-laws, unless in conflict with these by-laws, and
then the by-laws shall govern.
Bylaws adopted by the Executive Committee on
February 11, 2004.
|
.jpg)
