UPTOWN COMMUNITY DEMOCRATS

BYLAWS



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 ambitions, creativity, dreams, needs, and wants of the community will find expression, develop social cohesion, and translate into action for the greater good. 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. The Club will be defined by its members and will independently serve their interests, free of the corrosive effects of political patronage and pressure. The Club values civil rights, communication, equality, integrity, human rights, and democratic processes. Toward those ends, the Club’s goals are to persuade the youth and the unengaged of the benefits and power of community-minded political organization; to support and run candidates for elected office; to improve the quality of political representation of Northern Manhattan; and to work toward the education, freedom, happiness, health, wealth, and security of the people of Northern Manhattan.

ARTICLE 3. CLUB AREA The Club area shall be the geographical area covered by Part A of the 71st Assembly District and Parts A & B of the 72nd 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. b. Prospective members may apply for membership at any time of the year except for the one-week period immediately preceding any Club vote. 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 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 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, a Club member must: 1. Have attended 3 Club meetings within the 12-month period immediately following the start of membership; 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 96th Street in Manhattan (with the exception of citywide or countywide clubs) or have voted at such club’s or organization’s meeting within 60 days of a Club vote. g. 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 and submitted to the Secretary. The 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 or email of the time and place of such meeting. Should the Executive Committee vote to expel a member, the member may, within ten days of notification of the Executive Committee’s decision, notify the Secretary or a Co-President 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 with only members present, and shall be considered confidential.

ARTICLE 5. MEETINGS a. Regular and Emergency Meetings 1. The Executive Committee may call a Regular Meeting at any time, and there shall be at least 5 Regular Meetings in each calendar year. 2. Emergency Meetings can be called by both Co-Presidents or either CoPresident with any three Executive Committee members, a majority vote of the Executive Committee, or by the written petition of 10% of the membership or 20 voting members. 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. The purpose of the Annual Meeting shall be the election of Officers and 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 for any meeting. In the event no rule applies, the most current edition of Robert’s Rules of Order shall govern. 2. Quorum for Regular and Emergency Meetings shall be 10 voting members. Quorum for Annual Meetings shall be the lesser of 20% of the general voting membership or 20 voting members.

ARTICLE 6. OFFICERS a. The officers of the Club and their duties shall be as follow: 1. Two Co-Presidents – Presiding over Club meetings in accordance with Robert’s Rules of Order or other rules of conduct adopted by the membership; – Reporting to the Executive Committee and to membership; – Communication to public and press as Club spokesperson(s); – With the approval of the Executive Committee, creation of standing and ad hoc committees, and appointment of committee leadership; – Others duties as assigned by the Executive Committee. 2. Vice-President for Public Affairs – Developing of communication strategy jointly with co-presidents; – Reporting to the Executive Committee on a quarterly basis the communication strategy and plan for UCD; – Managing communications activities that promote, enhance, and protect the organization’s brand reputation; – Cultivating relationships with the media; – Advancing the organization’s position with relevant constituents, as well as driving broader awareness and donor support for the organization; – Responsible for UCD’s varied and integrated communications products and services including: newsletters and other print publications; web, e-news and other online communications; media and public relations; and marketing. 3. Vice-President for Membership – – Member recruitment and retention. 4. Vice-President for Fundraising – Production and management of fundraising events and other fundraising efforts 5. Vice-President for Community Affairs – Producing and managing community-related events on behalf of UCD; – Establishing and maintaining relationships with community-based organizations as related to club activities and goals; – Maintaining roster of contacts and community-based organizations providing services in the UCD’s geographic area. Secretary – Recording and maintenance of the minutes of meetings of the Executive Committee and the membership; – Recording and maintenance of resolutions and bylaws; – – Notification of meetings and production of newsletters and other informational correspondence. 7. Treasurer – Maintenance of accurate financial records of all receipts and disbursements of funds of the Club in accordance with all federal, state and local laws and regulations; – Preparation of reports and filings; – Presentation of financial activity reports at Executive Committee meetings. 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 Democrat and is not a Democratic District Leader, a Democratic State Committee member, or an elected public official shall be eligible to serve as an officer. d. All officers shall be elected at the Annual Meeting, and shall serve for up to three consecutive 1-year terms. An officer who has served for three terms shall be eligible to run for Club office again after a one-year break. e. If the office of Co-President becomes vacant during the regular term, the remaining Co-President shall serve alone for the remainder of the term. A vacancy in any other elective office during the regular term of that office shall be filled by Executive Committee appointment until an interim election is held to fill the vacancy pursuant to Article 9.2(g). 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. h. 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 Secretary. The 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 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 Secretary or a Co-President 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 with only members present, and shall be considered confidential.

ARTICLE 7. EXECUTIVE COMMITTEE a. The Executive Committee shall consist of the Club officers and 7 Executive Committee members. b. Executive Committee members shall be elected at the Annual Meeting, and shall serve for up to three consecutive 1-year terms. An Executive Committee member who has served for three terms shall be eligible to run for Club office again after a one-year break. c. Any voting member of the Club who is a registered Democrat and is not a Democratic State Committee member or an elected public official shall be eligible to serve as an Executive Committee member. Any person elected District Leader as a candidate of the Club shall be an ex officio member of the Executive Committee so long as he or she remains a member in good standing. d. 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. e. Executive Committee meetings shall be called by the Co-Presidents as necessary, but at least three times each year. f. One third of the 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. g. If any vacancy in the Executive Committee occurs during the regular term, the Executive Committee may, at its discretion, appoint a replacement to serve the remainder of the term. h. Unless excused by the Executive Committee, members of the Executive Committee who miss three consecutive Executive Committee meetings (other than Emergency Meetings) shall forfeit membership on the Executive Committee.

ARTICLE 8. OTHER COMMITTEES a. The Co-Presidents shall establish, with the review of the Executive Committee, such standing, special and ad-hoc committees as shall be deemed necessary for the function of the Club. b. The Co-Presidents shall appoint all officers of Club committees. c. The Co-Presidents and Vice Presidents shall be notified in advance of all committee meetings. d. The following standing committees shall be established: (a) Public Affairs, (b) Membership, (c) Fundraising, (d) Community Affairs, (e) Health & Environment, (f) Youth & Education, (g) Human Rights, (h) Housing, (i) Public Safety, (j) Immigration, (k) Economic Development & Jobs, and (l) Infrastructure. e. All members of Club committees must be Club voting members who are eligible to vote in the Club according to the guidelines of the Bylaws. Club leadership positions are open to voting members ages 14 and older.

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. Voting members may submit a completed and signed proxy ballot in a sealed envelope by mail, at least one week prior to an election. Alternatively, the proxy ballot may, with prior notice to the Executive Committee, 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 Executive Board shall appoint two groups of two 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. g. h. Any candidate is entitled to one recount of the race in which they participated. The candidate or his or her designee may observe the recounting of ballots. After all counts and recounts, ballots will be destroyed 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 Democrat is eligible to run for Club office or membership on the Executive Committee. District Leaders, State Committee Members, and other members who hold elected public office or are running for an elected public office may not be nominated for Club office. c. The Club shall solicit Officer and Executive Committee nominations from the voting membership at least four weeks before the Annual Meeting. 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. All nominations must be seconded in order to be valid. d. A member shall not be nominated for more than one of the officer positions. Nominees for an officer position are automatically nominated for Executive Committee membership. e. All persons nominated shall have a brief and equal opportunity to address the membership prior to the close of balloting. f. 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 and subsequent ballots if so authorized by the voting member on the proxy ballot. In the event there are fewer candidates for the Executive Committee than there are available positions, those nominated candidates are deemed elected and a write-in election shall be held for the remaining positions. g. 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 prior written notice of the interim election is given to the membership. h. 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 District Leader, State Committee, or Judicial Delegate or Alternate, or actively participating in the Democratic primary for an elected public office, shall be considered for endorsement by the Club. 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. d. The Executive Committee shall endorse candidates for County Committee membership, with priority given to voting member candidates. e. Voting for endorsement shall be conducted by the method of Instant Runoff Voting. Each voting member shall cast one ballot. 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 are only two candidates running for an office, the candidate with a majority of votes shall receive the club’s endorsement. If there are more than two candidates running for an office, the voting member shall indicate preferential ranking by numbers: 1 for first preference, 2 for second preference, 3 for third preference, etc. A count of first place votes shall then be conducted. If a single candidate has received a majority of votes, that candidate shall be deemed to have won the vote, and shall be endorsed by the club. Otherwise, whichever candidate (other than No Endorsement) has the fewest total votes shall be eliminated, and their votes shall be redistributed to the next choice down the list. In the case where no further choices are listed on a ballot, that vote shall then be distributed to No Endorsement. After each redistribution, if a single candidate has a majority of votes, that candidate shall be endorsed. If a single remaining candidate has fewer votes than the No Endorsement option, 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 Club Secretary until the vote is deemed to be final. h. 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 his or her designee and sent to a Co-President by email within 24 hours after the ballots are counted, and the recount shall be held within 24 hours after the email request is sent. The candidate or his or her designee may observe the recounting of ballots. After all counts and recounts, ballots will be destroyed and the vote will be considered final. i. 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 The membership records and lists shall be made available only to the officers and Political Leaders in order to allow them to fulfill their Club responsibilities.

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 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 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 All officers and Executive Committee members are expected to: a. disclose in writing to the Executive Committee via the 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. 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. The determination of the Executive Committee with regard to questions of conflict of interest shall be deemed to be final. b. make decisions and behave in a manner that is free from discrimination and bias based on gender, ethnicity, country of origin, religion and sexual orientation. c. treat formal and internal communications among officers and executive committee regarding club business as confidential. d. make good faith efforts to participate in club events and meetings and to support the planning and implementation of the club’s goals and mission. e. behave in a manner that is representative of and upholds the club’s values and image at club meetings and events, and at other political meetings and engagements. f. make best efforts to resolve personality conflicts respectfully and directly to the extent practically and legally appropriate. In addition, g. h. No check shall be issued in the name of the Club except with the signatures of the Treasurer and a Co-President. i. 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 $200 shall require the explicit approval of the elective officers, and expenditures of $201 and greater shall require the explicit approval of the officers and the Executive Committee. A report of financial activity shall be made by the Treasurer at each meeting.