UCD Bylaws

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ARTICLE 1.  NAME

The name of this club (the “Club”) shall be Uptown Community Democrats.

ARTICLE 2.  GOALS AND PURPOSES

Uptown Community Democrats offers a political home to Northern Manhattan residents, where the Club's mission is to nurture new leadership for Northern Manhattan, instill ethics and a sense of shared purpose in its members, and promote and support accountable, honest, and transparent political leadership for Northern Manhattan and New York.

ARTICLE 3. CLUB AREA

The Club area shall be the geographical area covered by Part A of the 71 st Assembly District and Parts A & B of the 72 nd Assembly District, their successor districts, or such other districts or parts thereof as the Executive Committee may decide from time to time.

ARTICLE 4. MEMBERSHIP AND DUES 

a. Any person at least 14 years old who subscribes to the goals and purposes set forth in Article 2 above shall be eligible for membership. Club leadership positions are open to voting members ages 16 and older. Members in good standing may run for officer positions after their first year of membership.

b. Prospective members may apply for membership at any time of the year.

c. The Executive Committee shall have sixty days in which to reject any application for membership by a majority vote. Any such rejection can be overridden by a majority vote of the Club membership present at the next Regular Meeting.

d. The Club’s membership year begins on January 1 and ends on December 31.

e. Dues shall be determined from time to time by the Executive Committee, subject to the approval of the membership. All dues shall be due and payable at the beginning of the membership year, provided, however, that any person first becoming a member after the first day of October in any year shall remain a member in good standing for the next succeeding calendar year without the payment of additional dues.  Members who have lapsed in paying dues after being members in good standing for at least one year will be informed of the lapse by January 31 st or at the January Regular Meeting, whichever comes first, and may be reinstated upon written request, at the discretion of the Executive Committee, which reserves the right to require the lapsed member to follow the procedures for new membership.

f. In order to vote in Club Elections and Endorsements, a Club member must:

1. Have attended 3 Club meetings after joining the Club and within the 12- month period preceding the vote, inclusive of the meeting at which the member joined, if applicable;

2. Be current in the payment of dues;

3. Not be a voting member of or hold a position or public or party office at another Democratic Club or organization that is active north of East or West 96 th Street in Manhattan (with the exception of citywide or countywide clubs, except when such clubs endorse candidates in local races within the Club area) or have voted at such club’s or organization’s meeting within 60 days of a Club vote. 

4. The Executive Committee may, by a vote of two-thirds of its full membership (regardless of the number present and voting), expel a Member for conduct contrary to the interests or purposes of the Club. The reasons for the proposed expulsion must be explained in a petition signed by at least five Executive Committee members or twenty voting members of the general membership and submitted to the Recording Secretary or a Co-President. The Recording Secretary shall present the petition to the next meeting of the Executive Committee and shall give the member at least one week’s notice by telephone, text, or email of the time and place of such meeting. Should the Executive Committee vote to expel a member, the member may, within ten calendar days of notification of the Executive Committee’s decision, notify in writing the Recording Secretary or Co-Presidents of his or her intent to appeal.  The expulsion will stand unless the Executive Committee’s decision is overturned by a majority of the voting members present and voting at the next Regular Meeting at which the appeal is listed as an agenda item. Any discussion of an expulsion during a Regular Meeting shall take place in a closed Executive Session of the General Body with only voting members present, and shall be considered confidential. The affected member may vote in this matter.

ARTICLE 5. MEMBERSHIP MEETINGS

a. Regular and Emergency Meetings

1. The Executive Committee may call a Regular Meeting at any time, and there shall be at least 6 Regular Meetings in each calendar year.

2. Emergency Meetings can be called by both Co-Presidents or either Co-President with any three Executive Committee members, or a majority vote of the Executive Committee, or by the written petition of 10% of the membership or 20 voting members, whichever is less. 

3. Members shall be notified of the time, location, and agenda of each Regular Meeting by email, text, telephone, or mail at least seven days in advance of the meeting.  In the event of an Emergency Meeting, the Executive Committee shall use its best efforts to provide at least 48 hours’ notice by email, text, telephone, or mail.

b. Annual Meeting

1. The Annual Meeting shall be held during the month of September on a date set by the Executive Committee, starting with the September 2020 meeting. The Annual Meeting for 2021 will be held in October 2021. The purpose of the Annual Meeting shall be the election of Officers and At Large Members of the Executive Committee for the following year, and for the transaction of such other business as may properly come before the meeting.

2. Members shall be notified of the time, location, and agenda of the Annual Meeting by email, text, telephone, or mail at least fourteen days in advance of the meeting.  

c. Conduct of Meetings and Quorum

1. The Executive Committee may adopt rules regulating the conduct of meetings, and may elect to appoint a Sergeant-at-Arms and/or Parliamentarian for any meeting. In the event no agreement on a course of action can be reached, the most current available revised edition of Robert's Rules of Order shall govern. 

2. Quorum for Regular and Emergency Meetings shall be the lesser of 10% of the voting membership or 20 voting members.  Quorum for Annual Meetings shall be the lesser of 20% of the voting membership or 25 voting members.

ARTICLE 5A. REGULAR ORDER OF BUSINESS FOR CLUB MEETINGS

1. The Regular Order of Business for Club Meetings shall be;

a. Call to Order

b. Reading of the minutes of the last Regular Meeting and the minutes of any Executive Board meetings. At the discretion of the Executive Committee the minutes may be provided in writing or sent to the membership with the notice of the meeting.

c. Approval of the minutes.

d. President’s Report and Treasurer’s Report and approval of the reports.

e. Other reports as necessary and approval of the reports.

f. Unfinished Business.

g. New Business

h. Setting the date for the next Regular Meeting.

i. Adjournment

2. A motion to go out of the Regular of Business will be in order for all Meetings.

ARTICLE 6. OFFICERS

a. The officers of the Club and their duties shall be as follow:

1. Two Co-Presidents

- Presiding over Club meetings;

- Reporting to Executive Committee and Membership:

- Communicating with the public, press, and other political organizations as spokesperson for the Club:

- In consultation with the Executive Committee, creating standing and ad hoc committees and appointing committee leadership; and

- Other duties as assigned by the Executive Committee.

2. Vice-President:

- Coordinating venues and other meeting logistics;

- Presiding over Club meetings in the absence of a Co-President;

and

- Assisting the Co-Presidents in carrying out their duties.

3. Treasurer:

- Maintaining accurate financial records of all receipts and disbursements of Club funds in accordance with all federal, state and local laws and regulations;

- Preparing timely reports and filings; and

- Presenting financial activity reports at Executive Committee meetings and Regular Membership Meetings.

4. Membership Secretary:

- Maintaining a list of all members and their dues status; and

- In conjunction with the Treasurer, collecting and recording dues.

5. Recording Secretary:

- Maintaining a record of the minutes of all Executive Committee and General Membership meetings;

- Maintaining a record of attendance at those meetings for voting purposes; and

- Maintaining a record of the Bylaws.

6. Corresponding Secretary:

- Notifying members and others of the meetings and events of the Club;

- Overseeing the work of the Digital Media and Communications Committee; and

- Producing and disseminating other correspondence as directed by the Co-Presidents and the Executive Committee and reporting on all correspondence at the next Regular Membership Meeting.

b. Other officer positions may be authorized by the Executive Committee from time to time.

c. Any voting member of the Club who is a registered or Pre-Registered Democrat and does not hold a public or party office (with the exception of County Committee and Judicial Delegate/Alternate) is eligible to serve as an officer.

d. All officers shall be elected at the Annual Meeting, and may serve for up to four consecutive 1-year terms.  An officer who has served for four terms shall be eligible to run for a different Club office or for membership on the Executive Committee.

e. A vacancy in any elective office during the regular term of that office and more than 90 days before the next Annual Meeting, shall be filled by Executive Committee appointment until an interim election is held to fill the vacancy pursuant to Article 9.2(g). Such election to be held within 60 days of the vacancy. Any officer so elected shall serve until the next Annual Meeting.

f. No officer of the Club shall receive any compensation, direct or indirect (in-kind), for service in that capacity.

g. The Executive Committee may, by a vote of two-thirds of its full membership (regardless of the number present and voting), remove an officer for just cause. The reasons for the proposed expulsion must be explained in a petition signed by at least five Executive Committee members or twenty voting members and submitted to the Recording Secretary. The Recording Secretary shall present the petition to the next meeting of the Executive Committee and shall give the member at least one week’s notice by telephone,

text, or email of the time and place of such meeting. Should the Executive Committee vote to remove an officer, the officer may, within ten days of notification of the Executive Committee’s decision, notify the Recording Secretary or a Co-President, in writing, of his or her intent to appeal.  The expulsion will stand unless the Executive Committee’s decision is overturned by a majority of the voting members present and voting at the next Regular Meeting at which the appeal is listed as an agenda item. The affected Officer retains the right to vote in this matter. Any discussion of an expulsion during a Regular Meeting shall

take place in a closed Executive Session with only voting members present, and shall be considered confidential.

ARTICLE 7. EXECUTIVE COMMITTEE

a. The Executive Committee shall consist of the 7 Club officers and 10 At-Large Executive Committee Members.  

b. Any voting member of the Club who is a registered or Pre-Registered Democrat and does not hold a public or party office (with the exception of County Committee and Judicial Delegate/Alternate) is eligible to serve as an Officer or At-Large Executive Committee member. Any person elected to public or party office, with the exception of County Committee and Judicial Delegate/Alternate, who was a voting member of the Club at the time of such election shall be an ex officio member of the Executive Committee so long as that person remains a member in good standing.

c. The Executive Committee shall function as the governing body of the Club, and shall, consistent with applicable law and these Bylaws, make such rules and regulations as it may deem necessary for the proper direction and supervision of Club policies, procedures and activities. In case of an objection, such decisions must be approved by the general body of members at the meeting.

d. Executive Committee meetings shall be called by the Co-Presidents as necessary, but at least three times each year. 

e. One third of the Officers and At Large Members of the Executive Committee shall constitute a quorum for the transaction of business.  All questions, except as otherwise provided for in these Bylaws, shall be decided by a majority of those voting. Every member of the Executive Committee shall be entitled to one vote, which must be cast in person and not by proxy.

f. If any At-Large Executive Committee vacancy occurs during the regular term, the Executive Committee may, at its discretion, appoint a replacement to serve the remainder of the term.

g. Members of the Executive Committee who miss three Executive Committee meetings in a one-year term may forfeit membership on the Executive Committee, subject to a majority vote by the remaining members of the Executive Committee present at the meeting. The affected member may vote in this matter.

ARTICLE 8. COMMITTEES

The Co-Presidents shall establish, in consultation with the Executive Committee, such standing, special and ad-hoc committees as shall be deemed necessary for the function of the Club. 

a. The Co-Presidents shall appoint all chairs and members of Club committees.

b. The Co-Presidents and Vice President shall be notified in advance of all committee meetings and may participate as members of the Committee. 

c. The following standing committees shall be established: (a) Membership, (b) Fundraising, (c) Programming, and (d) Digital Media and Communications. 

d. All members of Club committees must be Club voting members.

ARTICLE 9.  ELECTIONS

9.1 GENERAL PROVISIONS

a. Each voting member who has satisfied the conditions listed in Article 4(f) shall be entitled to one vote in each election.

b. All votes shall be by secret ballot.

c. A proxy ballot may be submitted by a voting member who will be present at the election.  No voting member may carry more than two proxy ballots to an election.

d. Blank votes and illegal votes will not be counted toward quorum or the total number of votes cast.

e. The Co-Presidents shall appoint two groups of two general membership Voting Members to independently count all ballots. The counts of the two groups must agree before being reported. Any candidate, or person designated by a candidate, may observe the counting of ballots

f. Following the initial ballot count, the ballots will be placed in a sealed container and held by the Recording Secretary for thirty days until the vote is deemed to be final.    

g. Any candidate is entitled to one recount of the race in which they participated. Such recount must be requested in writing by the candidate or the candidate’s designee and sent to a Co-President by email within 48 hours after the ballots are counted, and the recount shall be held within 48 hours after the email request is acknowledged. The candidate or the candidate’s designee may observe the recounting of ballots.  After all counts and recounts, ballots will be destroyed after thirty days and the vote will be considered final.

9.2 CLUB ELECTIONS

a. The Club’s Officers and Executive Committee Members shall be elected at the Annual Meeting.

b. With the exceptions noted in this section, any voting member who is a registered or pre-registered Democrat is eligible to run for Club office or as member of the At Large Executive Committee. Members who hold elected party or public office, with the exception of County Committee and Judicial Delegate/Alternate, may not be nominated for Club office. 

c. A Nominating Committee selected by the Officers two months before the Annual Meeting shall solicit Officer and Executive Committee nominations from the voting membership at least four weeks before the Annual Meeting.  Members of the Nominating Committee shall not run for Officer positions other than At Large Executive Committee. The notice of the Annual Meeting shall include the names of nominees who have accepted the nomination prior to the publication of the notice. Nominations may also be made from

the floor up to the time of the election. Any eligible member may self-nominate. All nominees must accept their nomination either in person or from the floor through their appointed proxy.

d. A member shall not be nominated for more than one of the officer positions prior to the Annual Meeting. A member who is not elected to the nominated office may run for an At Large Executive Committee position, subject to the rules of 9.2(c).

e. Balloting for Officers shall take place before balloting for At Large Executive Committee positions.

f. All persons nominated shall have a brief and equal opportunity to address the membership prior to the close of balloting.

g. Officers and Executive Committee members shall be elected by a majority of votes cast.  If there is no majority on the first ballot, there shall be a second ballot between the two nominees who have received the highest number of votes. Proxy carriers may submit proxy votes for second ballot. unless expressly prohibited in the proxy.

h. Interim elections may be held at the discretion of the Executive Committee, at any regularly scheduled meeting of the general membership, to fill any permanent vacancies in the elective officers of the Club or in the Executive Committee provided that 7 days’ prior written notice of the interim election is given to the membership. 

1. All nominations for any elective position to be filled at an interim election shall be made from the floor at the meeting at which the election is to be held.

9.3 ENDORSEMENT ELECTIONS

a. All candidates running for State Committee, District Leader or actively participating in the Democratic primary for an elected public office, may be considered for endorsement by the Club upon recommendation by a 2/3 vote of the Executive Committee.

b. Candidates for elected public office may address the club in person or through a surrogate at a designated membership event or, at the discretion of the Executive Committee, at the meeting at which endorsements are to be decided.

c. The notice for an endorsement election meeting shall include the names of all candidates and the offices for which they are running, as recommended by the Executive Committee.

d. The Executive Committee shall endorse candidates for County Committee membership and for Judicial Delegates and Alternates, with priority given to voting member candidates. The Executive Committee shall actively recruit and endorse candidates for County Committee.

e. Endorsements shall be decided by a majority of votes cast.  A ballot shall consist of a list of the candidates known to be running as well as a "No Endorsement" option for each office. If there is no majority on the first ballot, there shall be a second ballot listing the two nominees who have received the highest number of votes and the “No Endorsement” option. Proxy carriers may submit proxy votes for the second ballot unless expressly prohibited by the voting member on the proxy ballot.  If no candidate receives a majority of the votes after the second ballot, or if a majority of votes are cast for “No Endorsement,” the Club shall give no endorsement for that office.

f. The final tally for all contested endorsements shall be announced prior to the conclusion of the meeting.  

g. Following the initial ballot count, the ballots will be placed in a sealed container and held by the Recording Secretary for thirty days.  

h. Any candidate is entitled to one recount of the race in which they participated. This recount shall be held prior to the conclusion of the meeting. The candidate requesting a recount, or a person designated by that candidate, may observe the recounting of ballots. 

i. After all counts and recounts the vote is considered final; ballots will be held for thirty days and then destroyed.

j. Following a primary or special election or judicial convention, the Democratic nominee for any public office will automatically receive the Club endorsement unless withdrawn by a two-thirds majority of those present and voting.

ARTICLE 10. USE OF CLUB NAME

No person, whether a member of the Club or otherwise, shall use the name of the Club in any way that may indicate official sanction by the Club of any statement or action or which may indicate support by the Club of any candidate for any office or issue without prior authorization by the Executive Committee or by the membership of the Club.

ARTICLE 11. ACCESS TO MEMBERSHIP RECORDS

Access to Club membership records for the purpose of carrying out Club responsibilities shall only be granted upon approval by the Membership Secretary and a Co-President.

ARTICLE 12. AMENDMENT OF BYLAWS

Amendment to the Bylaws may be proposed by the Executive Committee, a Bylaws Committee if such committee is in place at the time, or by a written petition signed by twenty members or twenty percent of the membership, whichever is less, and submitted to the Recording Secretary. To become effective, any proposed amendment must be approved and adopted by two-thirds of the members present at two consecutive meetings of the Club, held at least one week apart. The text of the proposed amendment or amendments must be included in the notice of each of these meetings, and the notice of the second meeting must state that final action will be taken upon amendment or amendments to these Bylaws. Amendments shall become effective as part of these Bylaws immediately after final approval and adoption or on such other date as the amendment or amendments shall specify. All approved or adopted amendments shall be included with the notice of the next general meeting.

ARTICLE 13. PARLIAMENTARY PROCEDURE

The most current available version of Robert’s Rules of Order shall govern any matter of parliamentary procedure not specifically provided for in these Bylaws.

ARTICLE 14. CLUB ETHICS 

a. All officers and Executive Committee members are expected to disclose in writing to the Executive Committee via the Recording Secretary any potential conflict of interest that may arise, and to recuse themselves from any vote involving a matter determined by the Executive Committee to be a conflict of interest.

b. The Executive Committee will also consider and make a determination on any potential conflict of interest brought to its attention by an officer, Executive Committee member, or other Club member.  

c. The determination of the Executive Committee with regard to questions of conflict of interest shall be deemed to be final.

ARTICLE 15 - EXPENDITURES

a. Signators for signing checks shall be the two Co-Presidents and the Treasurer. No check shall be issued in the name of the Club except with the signatures of two of the three signators.

b. No expenditure above $50.00 that is for a project or campaign that has not been previously endorsed or approved by the Club shall be made without the explicit approval of the Treasurer and Co-Presidents.  Expenditures between $51 and $500 shall require the explicit approval of the elective officers, and expenditures of $501 and greater shall require the explicit approval of the officers and the Executive Committee. 

c. A full report of financial activity shall be made by the Treasurer at each meeting.

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NOTES – (NOT AN OFFICIAL PART OF THE BY-LAWS)

1.b ) While not part of the written By-Laws, it has been our precedent for newly elected officers and At Large Executive Board Members to assume office immediately following the conclusion of the election.

1.b) During the lengthy amendment process of the By-Laws we agreed that it was impractical to require that the co-presidents should consist of “one Co-President residing in Part A of the 71 st Assembly District and one residing in Part A or B of the 72 nd Assembly District,” it was a principle that could be kept in mind.

2. Just to be clear “No Endorsement” appears on every Endorsement ballot.