Bylaws

ARTICLE 1: NAME AND PURPOSES

SECTION 1: NAME

The name of the Club shall be: The West Harlem Progressive Democratic Club (WHPDC)

SECTION 2: PURPOSES

The purposes of the Club shall be:

  1. To provide an independent, honest, and active Democratic organization in the 70th Assembly District, Part D of Manhattan and in West Harlem generally;
  2. To support for Public and Party office Democratic candidates of ability, integrity, and conviction;
  3. To participate actively in the civil affairs of the Harlem community and to attempt to further the interests of all its citizens;
  4. To communicate to elected officials on the Federal, State, and Local levels our convictions on important public issues;
  5. To encourage the participation of all Democrats in the affairs of their Party, to encourage enrollment in the Democratic Party;
  6. To encourage all Democrats to participate in Federal, State, and Local elections;
  7. To advance the values and policies included in the Club’s Annual Platform, per Article 8.

 

ARTICLE 2: MEMBERSHIP                               

SECTION 1: GENERAL MEMBERSHIP

  1. Any person 18 years of age or older who subscribes to and desires to further the purposes of this Club and is enrolled in the Democratic Party, or if ineligible to enroll would enroll in the Democratic party were said person eligible to so enroll, shall be eligible for General Membership, subject to the payment of dues.

SECTION 2: DUES

  1. Dues for each member shall be $20.00 per year.  Discounts or payment plans for membership dues may be granted subject to Executive Committee approval.
  2. No refund of dues shall be made, nor additional dues assessed, in the middle of a year.
  3. The Executive Committee may, at its discretion, vote to pro-rate dues payable during a year for new members for the current and remaining quarters of the current year. This shall not apply to any subsequent year without a new vote by the Executive Committee.
  4. The Male and Female District Leaders shall only be considered a member in good standing if membership dues have been paid.



SECTION 3: HONORARY MEMBERS

  1. Honorary Members may be elected by recommendation or the Executive Committee, subject to approval of the General Membership.
  2. Honorary Members shall have full voice at all Club meetings, but they are not entitled to vote at meetings or to hold Club office.
  3. No dues shall be payable by Honorary Members.

 

SECTION 4: MEMBERSHIP IN GOOD STANDING:

  1. All members who are not Honorary Members, in order to maintain their membership in good standing, shall pay the annual dues set forth in Section 2 of this Article. Dues shall become payable in January during the Annual Membership Recruitment Meeting (the “Annual Meeting”) in each year, except for a new member, whose dues shall become payable upon acceptance.
  2. A member who has been in good standing in the previous year shall not be considered in good standing until full payment of dues is made in the next calendar year and will not be entitled to the rights and privileges of a member in good standing, including voting, until dues are paid.
  3. A member shall be considered inactive if the member misses three (3) consecutive General Membership Meetings without securing an excused absence from the Executive Committee per Article 2, Section 4.4; or if the member misses three (3) consecutive General Membership Meetings, with or without excuses, and has not participated in any other Club activities or committee meetings in the period of time encompassed by those three (3) meetings.
  4. A member shall be excused from a General Membership Meeting for reasons relating to illness, employment obligation, family commitments, and travel if they submit a written request to both the President and the Recording Secretary for an excused absence on or before the published start time the day of the General Membership Meeting. For members unable to submit a written request, phone calls to both the President and the Recording Secretary requesting an excused absence shall be accepted, subject to approval by the Executive Committee.  If a member does not secure an excused absence, the Executive Committee may, on its own accord, grant an excused absence. If a member misses three (3) consecutive General Membership Meetings and has not participated in any other Club activities or committee activities in the period of time encompassed by those three (3) meetings, the Executive Committee may, on its own accord, reactivate the member's status.
  5. An inactive member shall be considered reactivated and no longer inactive after participating in three (3) Club activities in a 90-day period, at least one (1) of which must be a General Membership Meeting.
  6. Any member may request their attendance record from the Executive Committee at any time.
  7. Members who have missed two consecutive General Membership Meetings without securing an excused absence shall be notified by the Recording Secretary  at least ten (10) calendar days prior to the next General Membership Meeting that they will become inactive if they fail to attend or secure an excused absence for the next General Membership Meeting.
  8. Inactive members shall not be entitled to vote on Club matters, including elections and endorsements, although they are permitted to attend meetings and participate in debate.

 

SECTION 5: ANNUAL ELECTION MEETING OF MEMBERS

  1. The Annual Election Meeting of Members of the Club (the “Election Meeting”) shall be held during the months of January, February, or March. The purpose of the Election Meeting shall be election of Officers and Member(s)-at-Large of the Executive Committee for the following year.
  2. The Executive Committee shall be composed of the following: President, Vice-President, Treasurer, Recording Secretary, Corresponding Secretary, and Female/Male District Leaders

 

SECTION 6: OTHER MEMBERSHIP MEETINGS

  1. General Membership Meetings of this Club other than the Election Meeting may be called at any time by the President or the Executive Committee
  2. Meetings shall be called by the President upon the written petition of six (6) members in good standing within two (2) weeks of the President receiving the request
  3. Notice of a General Membership Meeting including the proposed agenda shall be sent in writing to the full membership at least seven (7) calendar days prior to the meeting.
  4. There shall be a total of at least ten (10) membership meetings, including the Election Meeting during each year.
  5. The Election Meeting will require three (3) notices to members beginning at least twenty one (21) calendar days before the meeting is held.
  6. The Election Meeting shall only be held after the Annual Membership Recruitment Meeting has taken place.

 

SECTION 7: NOTICE

  1. Digital notice, i.e. email, shall serve as written notification for all meetings. Members for whom the Corresponding Secretary does not have an email on record shall receive a phone call, voicemail, or physical written notice for all meetings.
  2. Notice of all meetings shall include the proposed agenda of the meeting.

 

ARTICLE 3: VOTING

SECTION 1: QUORUM

  1. Twenty percent (20%) of the members in good standing of the Membership, or twelve (12) members, whichever number is lower, shall constitute a quorum for the transaction of business.

 

SECTION 2: VOTING

  1. Except where elsewhere provided in these Bylaws, every active member in good standing shall be entitled to one vote and all questions shall be decided by a majority of those Members voting.
  2. The Executive Committee shall make available to the General Membership a form to allow an active member in good standing to give their vote to another active member in good standing as a proxy for a particular meeting.
  3. Voting by proxy shall not count as attendance of a meeting by a member who is not present.
  4. An active member in good standing can only vote for one other active member in good standing as a proxy in a given meeting. Members may not receive proxies for more than one member for any given meeting.
  5. Proxies may only be issued for items listed on the published agenda.

 

SECTION 3: ELIGIBILITY

  1. To be eligible to vote at a General Membership Meeting, including the Annual Meeting or Election Meeting, the Member must have been in good standing for at least sixty (60) calendar days.

 

ARTICLE 4: EXECUTIVE COMMITTEE

SECTION 1: TERM AND COMPOSITION

  1. The Executive Committee shall be comprised of all Officers of the Club, including any Member(s)-at-Large elected by the General Membership. The number of Members-at-Large may be changed by a majority vote at any membership meeting, but the number of Members-at-Large positions shall not, when added to number of Officers and District Leaders on the Executive Committee, yield an even number of Executive Committee Members. All Officers will be elected for one-year with terms commencing on the day the results of the Club election are final. Any member in good standing who shall be elected to the office of District Leader shall be a member of the Executive Committee subject to Article 4, Section 8.1.
  2. No individual shall serve for more than three consecutive terms in the same specific Club office on the Executive Committee (including, but not limited to, President, Vice President, Treasurer, Recording Secretary, Corresponding Secretary, or Member(s)-at-Large). This shall not apply to Committee Chairs or Co-Chairs.
  3. No individual may hold multiple Offices on the Executive Committee simultaneously.

 

SECTION 2: DUTIES

  1. The Executive Committee shall be the managing body of this Club, shall direct and supervise the policies and procedures of this Club, and make rules and regulations necessary or desirable to its management, subject to the approval or disapproval of the General Membership by a majority vote at any membership meeting. The Executive Committee shall have authority to decide all issues related to its operation. The Executive Committee shall approve any expenditure greater than $100, except for routine expenses connected with mailings exclusively to the Club membership.
  2. Members of the Executive Committee must remain active members in good standing in the Club as defined in Article 2, Section 4 or face removal proceedings under Section 4 of this Article.
  3. Cash withdrawals from Club accounts shall require two signatures by authorized members in good standing approved by the Executive Committee, one of which must be the Treasurer.

 

SECTION 3: MEETINGS

  1. The Executive Committee shall meet regularly, at times and places mutually agreeable to its members, a minimum of six (6) times per year. Prior notice of regular meetings shall be required with at least five (5) calendar days’ notice of such meetings. Special meetings of the Executive Committee may be called by the President upon the digital or oral request of at least three members of the Executive Committee within five (5) calendar days of the request. Special meetings shall be held upon at least 72hours of digital notice to all of the Executive Committee Members, except that a shorter notice period shall be permitted in case of emergency.
  2. All meetings of the Executive Committee shall be open to all members in good standing who shall have the right to speak, but not to vote, in such meetings. If a member in good standing would like to attend an Executive Committee, they must notify the President at least three (3) calendar days before the meeting to allow the President to make sure the space will fit all interested attendees.
  3. On all questions, a majority of the Executive Committee shall be necessary to decide on any matter.

 

SECTION 4: REMOVAL

  1. The removal of any member of the Executive Committee, including the President, Vice-President, Secretaries, Treasurer, and Member(s)-at-Large, District Leaders, for cause may be proposed by petition enumerating the reasons and signed by a majority of the Executive Committee or twelve (12) members in good standing. The Officer in question shall receive at least fourteen (14) calendar days’ notice by certified mail of the time and place of the membership meeting at which the specified charges will be considered. A vote of at least two-thirds of the General Members in good standing who are present and voting shall be required for removal.
  2. In the event that a Club Officer misses two (2) consecutive meetings of the Executive Committee without giving notice to the rest of the Executive Committee for an excused absence for travel, work obligation, family commitment, or illness, the Executive Committee may vote to suspend the individual from the position as Club Officer until the next General Membership Meeting. Said individual must be notified of their suspension from the Executive Committee within three (3) calendar days after the vote and be given notice to attend the next General Membership Meeting. At the next General Membership Meeting, the General Membership may vote to remove the individual from the Club office or reinstate the individual to their office.

 

SECTION 5: OTHER COMMITTEES

  1. The Executive Committee, or a majority of those active members in good standing present and voting at a membership meeting, may appoint other committees which shall be subject to the review and approval of the Executive Committee, provided a minimum of three members in good standing are willing to serve on said Committee.
  2. The Executive Committee shall appoint the Chair or Co-Chairs of each Committee by a majority vote, and may replace or remove a Chair or Co-Chair by a majority vote.
  3. Any member in good standing may join a Committee and vote on Committee business, with the exception of the Executive Committee.
  4. The President shall be an ex-officio member of all Committees.
  5. Attendance of Committee meetings shall not be mandatory for Committee Members.
  6. Attendance of a Committee meeting shall count as a “Club activity” to become an active member under Article 2, Section 4.7.
  7. The Chair of a Committee shall be required to provide notice of any Committee Meeting with a proposed agenda to the General Membership by providing the President and Corresponding Secretary with the notice and agenda at least 72 hours before said Committee Meeting to be sent out to the General Membership.
  8. Quorum for Committee Meetings shall be met if a Chair of the Committee and two (2) other Committee Members are present, unless specified elsewhere in these Bylaws.
  9. A Bylaws Committee shall be required to meet at least once a year in the month of October, November, or December to review the Club’s Bylaws and draft any necessary amendments to present to the General Membership. The Bylaws Committee may meet at other times during the year as may become necessary.  The Bylaws Committee shall present its recommendations at the General Membership Meeting following the Annual Membership Recruitment Meeting.
  10. A Committee other than the Executive Committee or Bylaws Committee may be dissolved by a majority vote of active members present and in good standing at a General Membership Meeting, provided that the proposal to dissolve said Committee is included in the proposed agenda in said General Membership Meetings’ notice.

 

SECTION 6: QUORUM

  1. One-third of the Executive Committee shall be a quorum for the conduct of all Business.

 

SECTION 7: OFFICERS

  1. President
    1. The President shall be the Chief Executive Officer of this Club and a member of the Executive Committee, and an ex-officio member of all other committees established by the Club. The President shall preside at all meetings of this organization and of the Executive Committee, shall report to the Membership on the activities of the Club, and shall perform such other duties as the Executive Committee may direct. In the conduct of ordinary business during a membership meeting, the President shall vote only in the event of a tie, except that the President may vote in any secret ballot.
  2. Vice President
    1. In the absence of the President, the Vice President shall preside at meetings of this organization and of the Executive Committee, and shall perform such other duties as the President or the Executive Committee shall assign. In the event of the temporary absence of the President and the Vice President, the Executive Committee shall select one of its members to be Acting President.
  3. Recording Secretary
    1. The Recording Secretary shall be responsible for the preparation and safekeeping of the minutes and correspondence of all proceedings of this Club and of the Executive Committee, and of such other and additional records as the President or Executive Committee may deem advisable. Minutes and correspondence prepared by the Recording Secretary shall be open for inspection by any Member in good standing of this Club. The Treasurer and Recording Secretary shall keep an up-to-date attendance record of all members in good standing, of which such record shall be determinative of the right of any Member to vote at any meeting of the membership.
  4. Corresponding Secretary
    1. The Corresponding Secretary shall be responsible for the dissemination of all Club communications and notices of all meetings. After consultation with the President or the Executive Committee, the Corresponding Secretary shall prepare and mail notice of all meetings of this Club as may be required by law or by these Bylaws.
    2. At least ten (10) calendar days prior to the next General Membership Meeting, the Corresponding Secretary shall notify members who have missed two (2) consecutive General Membership Meetings without securing an excused absence that they will become inactive if they fail to attend or secure an excused absence for the next General Membership Meeting. The Corresponding Secretary shall have use of all necessary attendance records provided by the Recording Secretary or Treasurer for the purposes of notifications.
  5. Treasurer
    1. The Treasurer shall have custody of all funds which shall be deposited in a bank or banks designated by the Executive Committee, and shall make disbursements only as approved and ratified by the Executive Committee. The Treasurer shall be responsible for maintaining book(s) of account(s) showing all receipts and disbursements and other such book(s) of account(s) as the Executive Committee may direct. All Club books shall be open to the inspection of any Member in good standing upon ten (10) calendar days’ notice. The Treasurer and Recording Secretary shall keep an up-to-date attendance record of all members in good standing, of which such record shall be determinative of the right of any Member to vote at any meeting of the Membership.
    2. The Treasurer shall prepare a written report to the Executive Committee quarterly on the financial status of the Club.
  6. Member(s)-At-Large
    1. Except as otherwise expressly provided in these Bylaws, the Member(s)-at Large of the Executive Committee shall be deemed Officers of the Club as regarding their qualifications, election, powers, rights, and duties.

 

SECTION 8: DISTRICT LEADERS

  1. Neither the Female nor Male District Leaders will hold a Club office (including, but not limited to, President, Vice-President, Treasurer, Corresponding Secretary, Recording Secretary, or Member(s)-At-Large), although District Leaders are permitted to serve on the Executive Committee if recognized by a majority of the General Members in good standing present at the Election Meeting, provided that they maintain their status as a member in good standing as defined in Article 2, Section 4.
  2. No Officer of the Club shall receive any compensation for acting in such capacity although they may be reimbursed for expenses incurred on behalf of the Club.

 

SECTION 9: FINANCES

  1. All financial instruments will require two signatures by members of the Executive Committee,at least one of which must be the Treasurer.
  2. Any expenditures above $100 must be approved by the Executive Committee.
  3. No ATM or debit card shall be used to withdraw funds from any bank account of the Club. Withdrawals from the accounts of the Club must contain the signature of two members of the Executive Committee, at least one of which must be the Treasurer.

 

SECTION 10: MEMBERSHIP COMMUNICATIONS

  1. No member shall send mass mail, text message, or e-mail communication to the Membership without approval of the Executive Committee, who shall have the authority to approve or disapprove the content of the communication by a majority vote.
  2. Notices for General Membership Meetings shall not be subject to Article 4, Section 10.1.
  3. Notices for General Membership Meetings shall be required at least seven (7) calendar days prior to such meetings.
  4. All social media posts from Club accounts must be approved by the President prior to posting.

 

ARTICLE 5: CLUB ELECTIONS

SECTION 1: NOMINATIONS

  1. Officers of the Club shall be elected by majority vote of the Members present and voting by secret ballot at the Election Meeting of the Club. Any Member, subject to rules of eligibility found in Article 1, Section 4, may run for one or more offices but may serve in only one office. The name of a person not present may be placed in nomination only if that person has previously made known a willingness to become a candidate in writing.
  2. Nominees shall have the opportunity to distribute a written summary of their qualifications to the Membership and give a speech no longer than three (3) minutes as to their qualifications and reasons for running. Follow-up questions of the nominee by the Membership are not to exceed two (2) minutes.

 

SECTION 2: BALLOTING

  1. If there is only one candidate for a particular Club office, a majority of the Members may ask the President to cast a single ballot for the nominee by acclamation, and that nominee shall be deemed elected to the office in question.
  2. If more than one candidate declares for a particular office, secret ballots shall be drawn up by the outgoing Executive Committee, distributed to all General Members in good standing present, collected, and then publicly counted in view of the General Membership by the outgoing Executive Committee so that any Member in attendance may see each ballot being counted and the selection on the ballot.
  3. Once counted, the ballots shall be placed in a sealed envelope and kept by the Recording Secretary until after the next regularly scheduled General Membership Meeting. No challenge to the accuracy of the count may be accepted until the next General Membership Meeting.

 

SECTION 3: VOTING

  1. Each General Member in good standing shall have one vote for each of the Officers of President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer, regardless of how many nominees there may be for each such office.
  2. For each position, those persons receiving the highest number of votes in the balloting for said position shall be deemed elected to said position.

 

SECTION 4: TITLES

 

  1. The Officers of this Club shall be a President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer.
  2. The Membership may elect to create and seat the position of Member(s)-At-Large , who shall have a vote and be considered members of the the Executive Committee.

 

SECTION 5: TERMS OF OFFICE

  1. All Officers shall be elected pursuant to the procedure described in Article 5 of this document and shall serve until the announcement of the results or the subsequent election conducted pursuant to such procedure.

 

SECTION 6: QUALIFICATIONS

  1. Any Member in good standing at the time of the election during the Election Meeting shall be eligible to hold Club office provided, however, that no Member shall be eligible to hold more than one (1) of the offices provided for in these Bylaws.

 

SECTION 7: VACANCIES

  1. If the office of President shall become vacant, the Vice President shall serve as Acting President until such time as this organization, at a General Membership Meeting held within sixty (60) calendar days thereafter, shall elect a President to serve the remainder of the unexpired term; provided, however, that if the vacancy shall occur after December 1 the Acting President shall hold office until the next annual meeting.
  2. A vacancy in any other office, including Member(s)-at-Large of the Executive Committee, shall be filled for the remainder of the unexpired term at the next General Membership Meeting. An announcement notifying the General Membership of the vacancy and upcoming election shall be sent with that General Membership Meetings’ notice and agenda.
  3. In the event that a vacant District Leader seat is filled by appointment, the General Members in good standing present at a General Membership Meeting may vote to add the appointed District Leader to the Executive Committee.

 

ARTICLE 6: CANDIDATES FOR PUBLIC AND PARTY OFFICE

SECTION 1: ENDORSEMENT OF CANDIDATES IN ELECTIONS

  1. Candidates for any public or party office shall be deemed endorsed by the Club by a majority vote of the General Membership or by a procedure, agreed upon by majority vote.
  2. All endorsements of candidates for public or party office shall be made by secret ballot counted in full view of the General Membership, except (i) when there is no contest, (ii) for minor offices such as County Committee, or (iii) pursuant to a procedure approved by the Executive Committee, which will ensure the fair, impartial conduct of the endorsement vote, provided such a procedure does not violate the Rules and Regulations of the Democratic Party of New York County. When be taken after the candidates for public or party office have been given an opportunity to be heard, Members in good standing have been given an opportunity to voice their opinions; by a procedure determined by the Executive Committee.
  3. Except when determined by a majority vote of the Executive Committee, the ballot box may be opened during the course of the meeting so that Members who must leave may be allowed to vote.
  4. Only Members who have been in good standing for at least 120 calendar days prior to the endorsement meeting may be allowed to cast a vote during said endorsement meeting.

 

SECTION 2: DISTRICT LEADER ELECTIONS

  1. Club funds can only be expended on Female/Male District Leaders who are Members in good standing and endorsed by the Club.
  2. In a year in which no incumbent Female/Male District Leaders runs for re-election, the Club may endorse a candidate for the vacant District Leader position who is a Member in good standing of the Club and expend funds for said candidate.
  3. In order for funds to be expended on an incumbent District Leader’s race, they must be recommended by the Executive Committee and approved by the General Membership at a General Membership Meeting.

 

ARTICLE 7: PLATFORM

SECTION 1: ANNUAL PLATFORM

  1. The Executive Committee shall present at the General Membership Meeting following the Annual Meeting and Club Elections a Proposed Club Annual Platform specifying Club Values and Policy Priorities at the Federal, State, and Local levels.
  2. The Membership shall consider the Proposed Club Annual Platform, and any Member in good standing may propose any edit, addition, or removal to the platform. The final Club Platform for the year must be adopted by a majority vote of the General Members in good standing present at the following General Membership Meeting.

 

SECTION 2: AMENDMENTS

  1. Amendments to the Club Platform for the year may be passed at any General Membership Meeting, provided notice of debate of the amendment was announced in the notice of said General Membership Meeting’s agenda.
  2. Amendments to the Club Platform must be adopted by a majority vote of the General Members in good standing present at the General Membership Meeting.

 

ARTICLE 8: PROCEDURE

SECTION 1: PROCEDURE

  1. Except where otherwise provided herein, all procedural questions in this organization shall be determined in accordance with the most recent version of ROBERT’S RULES OF ORDER NEWLY REVISED.

 

ARTICLE 9: AMENDMENTS

SECTION 1: COMMITTEE PROPOSALS

  1. Amendments to these Bylaws must be proposed by a majority vote of the Executive Committee or the Bylaws Committee. The proposed amendment must then be put to a vote at the next General Membership Meeting, where it must be approved by the majority of the General Members in good standing present.

SECTION 2: MEMBERSHIP PROPOSALS

  1. A Member may propose an amendment to the Bylaws during a General Membership Meeting, at which point the amendment will be referred to the Bylaws Committee. The Bylaws Committee must consider the amendment and make a recommendation before the next General Membership Meeting and must inform the Executive Committee of its recommendation. The Bylaws Committee may recommend ratification of a different amendment that is substantially similar to the initial proposal but has different wording. If the Bylaws Committee recommends against the amendment, the Membership may still approve the amendment by a two-thirds majority of the entire General Membership in good standing.

SECTION 3. LIMITATIONS AND STIPULATIONS

  1. No amendment shall be adopted which does not comply with the Rules and Regulations of the Democratic Party of the County of New York or any pertinent federal, state, and local laws.

LAST AMENDED:   April 11, 2018



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