By-Laws
BYLAWS OF MONTGOMERY COUNTY WOMEN’S DEMOCRATIC CLUB
Adopted as of July 1, 2019
ARTICLE I
NAME AND PURPOSES
Name: The name of the Corporation is Montgomery County Women’s Democratic Club (the “Club”).
Purposes: The Club is incorporated in the District of Columbia and shall operate as a Maryland political club for the purposes stated in the Articles of Incorporation, including to support the election of Democrats to public office; to support Democratic programs; to support and advocate for Democratic issues and values and to educate all voters on local, state, and national issues of importance to Democrats.
ARTICLE II
MEMBERS
Qualifications: The initial members of the Club shall be those individuals who were members of the Woman’s Democratic Club of Montgomery County, Maryland as of the date of that organization’s dissolution. From thereon, membership shall be composed of Democratic voters primarily from Montgomery County, Maryland, who pay annual dues and are accepted by the Board of Directors as members of the Club.
Dues: The Board of Directors shall recommend the amount of annual dues. After at least two weeks written notice, this amount shall be voted on by the general membership at any general meeting. Only changes in the dues amount shall require a vote by the general membership following approval by the Board of Directors. A simple majority of those members present and voting shall be sufficient to adopt the dues. After due notice, any member delinquent for six months shall be removed from the membership list.
Annual Meeting: An annual Meeting of the Members shall be held for the transaction of Club business in May or June of each year, and for the election of Officers during the annual meeting taking place in odd-numbered years.
Special Meetings: Special meetings may be called by the President, the Secretary, or the Board. Special meetings may also be convened by Members entitled to cast twenty-five percent of the total number of votes entitled to be cast at such meeting.
Place and Time of Meetings: Meetings of Members shall be held at any location determined by the President or Board. Meetings of the membership may be held by means of the Internet or other electronic communications technology provided the Members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the Members, pose questions, and make comments.
Notice of Annual and Special Meetings: Written or printed notice stating the place, day, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting to each Member entitled to vote at such meeting. Notice shall be communicated in person or by delivery. Notice shall be effective at the earliest of (1) when received; (2) when left at the recipient’s residence or usual place of business; (3) five days after deposit in the US mail or with a commercial delivery service; (4) on the date shown on a return receipt; or (5) if sent electronically to an address provided by the Member for the purpose, when it enters the information processing system designated for receipt of electronic communications.
Waivers of Notice: Whenever notice is required to be given to any Member under any provision of law, the Articles of Incorporation or these Bylaws, a waiver in writing signed by the Member entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. The presence of any Member at a meeting, in person, by conference telephone, or by proxy, without objection to the lack of notice of the meeting, shall also waive notice by such Member.
Quorum: Twenty-five (25) members shall constitute a quorum at a meeting of Members for the transaction of any business. The Members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. If a meeting cannot be organized because the quorum requirement has not met, those present may adjourn the meeting until a subsequent meeting at which quorum is present, when any business may be transacted that may have been transacted at the meeting as originally called.
Proxies: No member, officer, or director may vote by proxy.
Vote: Each Member shall have one (1) vote. Whenever any Club action is to be taken by vote of the Members, it shall, except as otherwise required by law or by the Articles of Incorporation, be authorized by a majority of the votes cast at a meeting of Members by the Members entitled to vote thereon.
Vote by Ballot: Any action that may be taken at an annual, regular, or special meeting of the Members may be taken without a meeting if the Club delivers a written ballot to every Member entitled to vote on the matter. A ballot shall set forth each proposed action; provide an opportunity to vote for, or withhold a vote for, each candidate for election as a director; and provide an opportunity to vote for or against each other proposed action.
Presiding Officer and Secretary: At any meeting of the Members, if neither the President, nor 1st Vice-President, nor a person designated by the Board to preside shall be present, the Members present shall appoint a presiding officer for the meeting. If the Secretary or a person designated by the Board to act as secretary of the meet is present, the appointee of the person presiding at the meeting shall act as secretary of the meeting.
ARTICLE III
OFFICERS
Officers: The officers of the Corporation shall be a President, a 1st Vice President, a 2nd Vice President, a 3rd Vice President, a Secretary, and a Treasurer.
Election of Officers; Terms of Office: The initial officers shall be those individuals named in the Articles of Incorporation who shall serve until the Annual Meeting of the Members in 2021 and until their successors are elected and qualified. Officers shall serve terms of two (2) years and shall be elected by the Members at their Annual Meeting held in May or June of each odd-numbered year. The terms of office shall expire at the next succeeding odd-year Annual Meeting and until an officer’s successor has been elected and qualified. The appointment of an officer does not itself create any contract right. Officers shall be eligible for reelection.
Prohibitions: No member elected to office in a primary or general election may be an officer of the Club. The President shall not take part in any partisan activity on behalf of a candidate or faction in a pre-primary or primary contest.
Powers and Duties of Officers: The officers shall have such authority and shall perform such duties as may be provided in these Bylaws or by resolution of the Board. An officer shall discharge her duties in good faith; with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and in a manner the officer reasonably believes to be in the best interests of the Club.
President: The President shall preside at all meetings of the Membership, the Board of Directors and the Executive Committee. The President shall appoint all chairpersons or co-chairpersons of committees and will be an ex-officio member of such committees with exception of the Nominating Committee. The President shall perform all other duties as the Board of Directors deems necessary to carry on functions appropriate to this club. If the President is absent, the 1st Vice President shall take over the duties of the President.
Vice Presidents: The Vice President shall assist the President in carrying out Club activities. The 1st Vice President shall assume the office of President in the President’s absence.
Secretary: The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Membership, the Board of Directors, and the Executive Committee. The minutes shall be distributed to the Board prior at the next meeting. A current file should be available and sent to the archives periodically. The Secretary shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and in general shall perform all duties customary to the office of Secretary. The Secretary shall have custody of the corporate seal of the Club, if any; and the Secretary shall have the authority to affix the same to any instruments requiring it; and when so affixed, it may be attested to by his or her signature. The Board of Directors may give general authority to any officer to affix the seal of the Club, if any, and to attest the affixing by his or her signature.
Treasurer: The Treasurer shall be responsible for all funds of the Club. She shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Club and shall deposit or cause to be deposited all monies and other valuable property of the Club in the name and to the credit of the Club in such banks or depositories as the Board of Directors may designate. The Treasurer shall render a statement of accounts at each regular meeting of the Board of Directors. He or she shall at all reasonable times exhibit the books and accounts to any officer or Director of the Corporation and shall perform or delegate and supervise the performance of all other duties incident to the office of Treasurer, subject to the supervision of the Board. The Treasurer shall, if required by the Board of Directors, give such bond or security for the faithful performance of his or her duties as the Board may require, for which the Treasurer shall be reimbursed.
Resignation: Resignations are effective upon receipt by the Secretary (or receipt by the President or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification.
Removal: One or more officers may be removed by the Member at a meeting called for that purpose, with or without cause.
Vacancies: If the office of President is vacated the 1st Vice President shall become President. For all other officer positions, vacancies existing by reason of resignation, death, incapacity or removal before the expiration of a term may be filled by the President for the remainder of the unexpired term.
ARTICLE IV
BOARD OF DIRECTORS
Authority of Directors: The Board of Directors (“the Board”) shall have full authority to conduct the business of the Club and to create such committees as may be necessary to carry out the functions of the Club.
Number and Terms of Directors: There shall be at least thirteen Directors who shall serve for terms of approximately 2 years, which expire with the Annual Meeting of the Members in each odd-numbered year, and until their successors are elected or appointed and qualified.
Composition: The Board of Directors shall consist of the officers elected by the Members, the immediate past President of the Club, and such directors as the President appoints to carry out the objectives of the Club. There shall be at least 6 appointed Directors.
Resignation and Removal: Resignations are effective upon receipt by the Secretary (or receipt by the President or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification. Directors appointed by the President may be removed by the President with or without cause.
Vacancies: Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term may be filled by the President. A Director elected to fill a vacancy shall be elected for the remainder of the unexpired term of her predecessor and shall hold office until her successor is elected and qualified. A vacancy that will occur at a specific later date, by reason of resignation effective at a later date or otherwise, may be filled before the vacancy occurs but the new Director shall not take office until the vacancy occurs.
Meetings: The Board shall hold at least nine (9) regular meetings annually. Notice of regular meetings shall be provided at least five (5) days in advance, except that Board may set a schedule for meetings at the beginning of each one-year (or shorter) period, and notice of that schedule shall be sufficient notice of all regularly scheduled meetings for that period.
Special meetings may be called by the President or by any two (2) Directors. The notice of a special meeting must precede the meeting by at least two (2) days. Notice of any board meeting shall be communicated in person or by delivery. Notice shall be effective at the earliest of (1) when received; (2) when left at the recipient’s residence or usual place of business; (3) five days after deposit in the US mail or with a commercial delivery service; (4) on the date shown on a return receipt; or (5) if sent electronically to an address provided by the Director for the purpose, when it enters the information processing system designated for receipt of electronic communications.
If a Director fails to attend three consecutive meetings of the Board, his or her office shall be declared vacant and shall be filled pursuant to Section 4.05 above. At the discretion of the Board, application of this rule may be waived due to extenuating circumstances.
Waivers of Notice: Whenever notice is required to be given to any Director under any provision of law, the Articles of Incorporation, or these Bylaws, a waiver in writing signed by the Director entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. The waiver must specify the meeting for which notice is waived and must be filed with the minutes or the corporate records. A Director’s presence at a meeting, in person or by teleconference, waives any required notice to the Director of the meeting unless the Director, at the beginning of the meeting, or promptly upon the Director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.
Quorum and Voting: Unless a greater proportion is required by law, a quorum shall consist of a majority of the total number of Board members in office. Unless otherwise stated in these Bylaws or required by law, all actions shall be by majority vote of those present at a meeting at which a quorum is present.
Action Without a Meeting: Any action required or permitted to be taken at a meeting of the Board or of any committee may be taken without a meeting if all of the Directors in office or all of the members of the committee consent in writing to the specific action and the written consents are included in the minutes or filed with the corporate records reflecting the actions taken. Action taken under this section is effective when the last Director signs (including by electronic means) the consent, unless the consent specifies an earlier or later effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Participation in Meeting by Communications Technology: Any or all members of the Board may participate in a meeting by communications technology, so long as members of the Board participating in the meeting can hear one another simultaneously, and such participation shall constitute presence in person at the meeting.
Inspection: Every Director shall have the right at any reasonable time to inspect and copy all books, records, and documents of this corporation to the extent reasonably related to the performance of the director’s duties as a director.
Compensation of Directors: Directors shall not be compensated for serving on the Board, but the Corporation may reimburse Directors for documented reasonable expenses incurred in the performance of their duties to the Corporation. In addition, Directors who also serve as employees of the Club may be compensated for their service as employees.
ARTICLE V
COMMITTEES
Composition: The President may designate committees and appoint committee members. Those committees that serve at the pleasure of the President (“Presidential Committees)” shall consist of at least two (2) individuals, who need not all be Directors and shall be advisory in nature. The Board may also designate and appoint advisory committees. In addition, the Board, by the affirmative vote of a majority of all Directors in office when the action is taken, may create and appoint committees which exercise the authority of the Board (“Board Committees”). Board committees shall consist only of Directors and include at least two (2) individuals.
Procedures and Authority: The President shall appoint all chairpersons or co-chairpersons of Presidential Committees and shall be an ex-officio member of all Presidential Committees.
For all other committees, the Board may make provisions for appointment of the committee chair, establish procedures to govern committee activities, and delegate authority as may be necessary or desirable for the efficient management of the property, affairs, and/or activities of the Club. Notwithstanding the foregoing, the sections in Articles II and IV of these Bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board apply to committees and their members as well.
Executive Committee: The President, Vice Presidents, Secretary, Treasurer, and immediate past President shall comprise the Executive Committee. The Executive Committee shall have and may exercise the full authority of the Board of Directors between meetings of the Board when prompt action is necessary to avoid loss or harm to the organization and action by the full Board is impracticable, except that the Executive Committee shall not have the power to approve a dissolution or merger, or the sale of all or substantially all of the Club’s assets; appoint or remove directors; appoint and remove members of Board committees; authorize distributions; or amend the Articles of Incorporation or these bylaws.
Nominating Committee: There shall be a Nominating Committee consisting of five members. Three members shall be members of the Board of Directors and two shall be chosen from the general membership. The names shall be approved by the Board of Directors at the January Board meeting in an election year. The Chairperson shall be chosen by the members of the Nominating Committee. Members of the Nominating Committee are not barred from becoming officers of the Club.
The Nominating Committee shall make a written report to the general membership at least one month prior to the Annual Meeting at which the election for Officers is to be held. At that meeting additional nominations may be made from the floor immediately following the report of the Nominating Committee. All candidates for office must agree to serve prior to nomination.
ARTICLE VI
INDEMNIFICATION
Indemnification: Any person who was or is a director or officer of the Club or who, while a director or officer of the Club, is or was serving at the Club’s request as a director, officer, partner, trustee, employee, or agent of another entity, may be indemnified by the Club against all liabilities and expenses reasonably incurred by him or her arising out of or in connection with any threatened, pending, or completed civil action, arbitration, mediation, administrative proceeding, criminal prosecution, and investigatory action pursuant to D.C. Code Title 29, Chapter 4, Subchapter VI, Part E.
Contractual Rights of Other Persons: Nothing contained in this Article VI shall affect any right to indemnification to which persons other than directors and officers of the Club, or any subsidiary hereof, may be entitled by contract or otherwise.
Insurance: The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Club against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Club would have the power to indemnify the agent against that liability under the provisions of this Article VI; provided, however, that the Club shall not have the power to purchase and maintain such insurance to indemnify any agent of the Corporation where such indemnification would be prohibited by law.
ARTICLE VII
FINANCIAL ADMINISTRATION
Fiscal Year: The fiscal year of the Club shall be July 1 to June 30 but may be changed by resolution of the Board.
Checks, Drafts, and Contracts: The Board of Directors shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other instruments of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
Annual Financial Statements: Complete financial statements shall be presented to and reviewed by the Board after the close of each fiscal year.
ARTICLE VIII
RECORDS
Section 8.01 Recordkeeping: The Secretary or her designee shall keep or cause to be kept adequate minutes of all Board meetings and all meetings of committees with Board-delegated powers that shall, at a minimum, contain (i) in general, the names of those in attendance, any resolutions passed, and the outcomes of any votes taken; (ii) with regard to potential conflicts of interest, the names of the persons who disclosed or otherwise were found to have an interest in connection with an actual or possible conflict of interest, the nature of the interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed; (iii) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. The Corporation shall maintain and keep as permanent records the following documents: minutes of all meetings of the Members, Board, or Executive Committee; a record of all actions taken by the Members, Board, or Executive Committee without a meeting; a record of all actions taken by committees of the Board on behalf of the Club; appropriate accounting records; and a record of Members in a form that permits preparation of a list of the names and addresses of all Members, in alphabetical order.
Section 8.02 Electronic Records and Signatures: Any requirement in these Bylaws that a notice or other record be in writing will be satisfied if the information is inscribed on a tangible medium or stored in an electronic or other medium that is retrievable in perceivable form. An electronic record will be deemed to have been signed if the person making it intends to authenticate or adopt it and attaches to or logically associates with it an electronic symbol, sound, or process.
ARTICLE IX
AMENDMENT OF BYLAWS
Section 9.01 Amendments: These Bylaws may be amended by a two-thirds (2/3) vote of the Members present and voting at a membership meeting, provided that the Board of Directors has approved the amendments and the membership has had at least two weeks written notice prior to the meeting.