Bylaws of the

EAST BAY STONEWALL DEMOCRATIC CLUB

ARTICLE I – NAME

1.1 – Name: The name of the organization shall be TheEast Bay Stonewall Democratic Club.

ARTICLE II – PURPOSE

2.1 – General The purposes for which The East Bay Stonewall Democratic Club is organized and established are:

2.1.1 – For Lesbian, Gay, Bisexual, Transgender, Queer, Questioning and Intersex (LGBTQQI) individuals and our allies committed to achieving equality for all and to advance progressive values through the Democratic Party.

2.1.2 – To work to bring the issue of LGBTQQI rights to the forefront of political campaigns and to lobby for legislation that advances and upholds the rights of LGBTQQI individuals.

2.1.3 – To work within the Democratic Party and within the community at large to influence the Democratic Party policy on LGBTQQI rights issues and to help educate the public about issues related to public policy and the positions of the Democratic Party.

2.1.4 – To elect openly LGBTQQI people to public office and to get openly LGBTQQI people appointed to city, county and state boards and commissions.

ARTICLE III – MEMBERSHIP, VOTING, DUES

3.1 – Membership: Membership is open to any individual that supports the purpose of the club. A member is any individual whose dues are current and paid.

3.2 – Voting: All members are eligible to vote, except that new members shall not be eligible to until seven days after the receipt of dues. A new member is any individual who was not a member during the previous calendar year.

3.3 – Dues: Membership dues shall be established by the Board of Directors.  A membership year shall be based annually from the month the member joins.

3.3.1 – Categories: The Board of Directors shall establish membership dues categories, which shall include a reduced dues option for students and low income individuals.

ARTICLE IV – MEMBERSHIP MEETINGS

4.1 – Meetings of the General Membership: Regular meetings of the general membership shall be held at least quarterly. Meetings are called by the President, and may also be called by a majority of Officers or upon written request of twenty-five percent of the members.

4.2 – Annual Meeting: The first meeting of each calendar year shall be the annual meeting, at which time the election of officers and board members shall occur.

4.3 – Notice: Notice of each meeting shall be given not less than ten days before the meeting.

4.5 – Quorum: A quorum shall consist of ten percent of the members or twelve members, whichever is smaller.

4.6 – Proxy Voting: There shall be no proxy voting (unless determined by Chair) .

4.7 – Motions for a Vote of the Membership: The following motions for a vote of the membership shall be in order only if the matter has been published to the membership at least ten days prior to the meeting at which the vote will be held:

4.7.1 – Motions of endorsement of candidates and/or ballot propositions (see Article 9.2)

4.7.2 – Motions for Officer or Board Member impeachment (see Article 7.3)

4.7.3 – Motions amending or repealing the bylaws or adopting new by-laws (see Article 10.1)

4.7.4 – Motions to rescind endorsements (see Article 9.6)

4.7.5 – Election of club officers and Board Members (see Article 6.5)

ARTICLE V – PROCEDURE AND RULES

5.1 – Procedure: Agreement through open discussion shall be attempted at all meetings.  Standard Code of Parliamentary Procedures shall govern procedure to the extent that they are consistent with the Bylaws.

5.2 – The East Bay Stonewall Democratic Club will abide by the Rules and Regulations set forth in the State Democratic Party Charter and Bylaws.

ARTICLE VI – BOARD of DIRECTORS

6.1 – Board Role: The role of the Board of Directors is to establish club policies, provide oversight for all activities, set the direction of the club, ensure the prudent use of all assets, and ensure adherence to the club’s mission. The Board is responsible for, and board members are expected to help support the Club in, generating funds for the support and implementation of the Club’s policies and endorsements. Elections for Executive Officers and board members shall be conducted at the Annual Meeting.

6.2 – Size: The Board shall have up to thirteen and not fewer than nine members, which shall include the five Executive Officers and up to eight at-large members. Nomination of Officers and Board Members shall be open to all members. The Secretary shall issue a call for nominations not fewer than ten days prior to the election. Members shall also have an opportunity to make nominations from the floor. The Board may enact procedures for conducting the nominations process.

6.3 – Board Meetings: The Board of Directors shall meet regularly.  Meetings shall be called by the President, and may also be called by at least one-third of the members of the Board. Meetings of the Board shall be open to the membership unless the Board, by a majority vote, calls for a closed session. Actions taken in closed session shall be noticed at the next general meeting of the membership.

6.4 – Terms: The term of office of each Board Member shall be two years and thereafter until his or her successor is elected. Successors for directors whose terms of office are then expiring shall be elected at the annual membership meeting of the year such terms expire. A director may succeed himself or herself in office. A record of the directors and their terms of office shall be maintained by the Secretary.

6.5 – Quorum: A quorum is required to conduct business and shall consist of a majority of the members of the Board of Directors.

6.6 – Notice: Notice of each meeting shall be given not less than ten days before the meeting, unless there is emergency business that either the President or a majority of the Executive Officers determines necessitates a meeting with less than ten days of notice.

6.7 – Compensation: Members of the Board of Directors shall receive no compensation other than reimbursement for verifiable expenditures. For Executive Officer elections, if there are more than two candidates nominated for any office and none gets a majority of votes cast, a second ballot shall be taken between the top two vote getters. The Board may establish an instant runoff voting process to satisfy this requirement. For Board Member elections, the individuals receiving the highest number of votes shall be elected to the open positions. Members shall be afforded the opportunity to vote for as many Board Member candidates as the number of positions to be filled.  In no case shall an Executive Officer or Board Member be elected unless they receive a simple majority of the votes cast. If there should be a tie for the last position, a second ballot shall be held for that position.

6.8 – Appointment to Fill Vacancies: Except for the position of President, the Board of Directors may appoint individuals to fill vacant positions with at least 2/3 approval of Board members. Appointments are valid only until the next membership election. The Vice President shall serve as President until a new President is elected by the membership.

6.9 – Assumption of Office: Executive Officers and Board Members shall take office immediately upon election

6.9.1 -Process for Filling Vacancies: Upon determination by the Board to fill a vacant position, the Secretary shall issue a call for nominations that is open to all members of the club. The Board may enact procedures for conducting the nominations process equitably.

6.10 – Resignation and Absences: Resignation from the Board must be in writing and received by the Secretary.  A Board member shall automatically resign their position if they are absent from 50% of Board meetings in the calendar year or are absent from three consecutive Board meetings. Upon petition by a member of the Board, the Board may waive this requirement with a 2/3 vote of the Board.

6.11 Removal from Office: An officer or a board member of the Club may be removed from office for such causes as misconduct in exercising his or her duties; neglect of duty in office; affiliation with or registration to vote as a member of another political party, public avowal of preference for another political party; or affiliation with an organization that is repugnant to the principles of the Democratic Party.

6.11.1 A petition for removal shall be made in writing, be signed by at least five (5) members of the Board, state the grounds for the proposed removal, and be delivered to either the President or the Secretary at least three (3) weeks prior to the next Regular Membership Meeting.

6.11.2 Upon receipt of such petition, the members of the Club and the accused person shall be informed, and the petition shall be placed on the agenda for the next General Meeting.

6.11.3 At said General Meeting, the accused person shall be afforded an opportunity to respond to the charges.

6.11.4 Removal shall require a two-thirds vote, by secret ballot, of the members present, and, if approved, must be followed immediately by the election of a new Officer or Board member to complete the term of the removed person.

ARTICLE VII – EXECUTIVE OFFICERS

7.1 – Officers:  There shall be five Executive Officers of the Board, elected by the membership, consisting of a President, Vice President, Secretary, Treasurer and Political Affairs Chairperson. The five officers comprise the Executive Committee.

7.1.1 – President: The President shall preside over the Board and the general membership and perform duties including: convening Board meetings and meetings of the general membership; presiding or arranging for other members of the Executive Committee to preside at each meeting; reporting on actions taken by the Board of Directors to the general membership; ensuring adherence to laws and good governance practices; and, acting as spokesperson for the club.

7.1.2 – Vice President: The Vice President shall perform the duties, and exercise all powers of the President when the President is absent or is otherwise unable to act. 

 7.1.3 – Secretary: The Secretary shall be responsible for keeping records of Board actions, maintaining minutes of all meetings of the Board and Executive Committee, noticing meetings, and maintaining the non-financial records of the organization.

7.1.4 – Treasurer: The Treasurer shall be responsible for filing official campaign statements, shall make a report at each Board meeting, chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, make financial information available as required, and maintain financial records for the Club and any affiliated political action committees.

7.1.5 – Political Affairs Chairperson: The Political Affairs Chairperson shall be responsible for coordinating the political activities of the club, and shall serve as Chair of the Political Affairs Committee and as the principle officer of any affiliated political action committees.

7.2.Terms: The membership shall elect all officers of the Club during the Annual Meeting in even years for terms of approximately two years.

7.3. Executive Committee – The Executive Committee shall have the authority to make decisions on behalf of the Board of Directors on time-critical administrative and policy matters that arise between Board meetings. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. Meetings may be called by the President or by any two Executive Committee members. The Executive Committee shall keep minutes of its meetings and shall report at the next meeting of the Board on all actions taken.

ARTICLE VIII – COMMITTEES

8.1 – Committees: Each committee shall serve in an advisory capacity to the Board of Directors and may develop recommendations for consideration by the Board. The Board may also delegate certain matters to committees, including developing new projects, improving existing services and identifying problems for resolution.

8.2 Scope - The Board may establish committees as needed.  The size, duration and responsibilities of such committees shall be established by a majority vote of the Board of Directors. In addition, the club shall maintain the following standing committees:

·         The Political Affairs Committee (PAC) is responsible for the political activities of the club. The PAC shall be comprised of only members of the Board. Consistent with the provisions of Article IX, the PAC shall develop protocols for holding meetings of the general membership for the purpose of considering the endorsement of candidates and ballot measures. The PAC shall also make recommendations regarding the disbursement of funds in affiliated political action committees. The PAC Chairperson shall preside over the PAC. Board members may not serve on the PAC at any time when their service would constitute a conflict of interest. Examples of conflicts include but are not limited to declaring candidacy for political office or being employed on behalf of a candidate or their committee. Members of the PAC must resign from the committee immediately upon the existence of a conflict. The PAC Chairperson shall establish an annual budget for PAC funds and the PAC shall be tasked with developing strategies for raising those funds.

·         The Membership and Communications Committee is responsible for developing recommendations regarding the recruitment and retention of club members and managing related membership and communications processes. The President shall designate a member of the Board of Directors to serve as chairperson and preside over the committee.

·         The Policy and Advocacy Committee is responsible for the policy activities of the club, including developing recommendations regarding the endorsement of legislation, and regarding the club’s involvement in related policy matter.  The Committee is also responsible for coordinating the advocacy activities of the Club.

8.3. Committee Membership - Committees shall be comprised of Executive Officers, Board Members, and/or members of the club.  Committee appointments are made by the President, and unless otherwise specified herein the President shall designate one member of each committee to serve as chairperson. The President shall appoint each Board Member to serve on at least one committee. 

ARTICLE IX – ENDORSEMENTS

9.1 – Offices Endorsed: Subject to the requirements of the State Party By-Laws and the laws of the State of California, the Club may make endorsements of candidates for local elected offices as well as Democratic Candidates in primary elections for state and federal offices and for State and Local Ballot Measures that have been qualified. Endorsements for Democratic Party positions are subject to the process described in Section 9.11. To be eligible for endorsement, a candidate must be a registered Democrat. The PAC may determine which election races and ballot measures to consider for endorsement in a given election cycle.

9.2 – Candidate Endorsement Eligibility: A candidate seeking public office with a jurisdiction over all or a portion of Alameda County may seek the official endorsement of the Club. To be eligible, the candidate must submit a completed endorsement questionnaire through the process and by the deadline set by the PAC Chairperson. The questionnaire shall contain a provision that may be signed and dated by the candidate identifying and authorizing a third party to submit the questionnaire on their behalf.

9.3 – Ballot Measure Endorsement Eligibility: Only a ballot measure that will appear on a ballot within Alameda County may seek the official endorsement of the Club. To be eligible, the chair of an FPPC-recognized campaign committee must submit a completed ballot measure endorsement questionnaire through the process and by the deadline set by the PAC Chairperson. If no campaign committee exists, any person who signed the official Argument in Support of the measure for the Alameda County Voters Guide may file to seek the measure’s endorsement, subject to the same requirements, identified above. The questionnaire shall contain a provision that may be signed and dated by the ballot measure representative identifying and authorizing a third party to submit the questionnaire on their behalf.

9.4 – Endorsement Process: After the endorsement application deadline has passed, the PAC Chairperson shall notify the Board of the number of candidates and ballot measures seeking the Club’s endorsement and shall notify all candidates of the date, time and location of the endorsement meeting with the general membership. Notice of the meeting shall conform with the provisions of Article V of these bylaws and be made available to the public. The PAC Chairperson shall establish the format and manner for evaluation of candidates and measures, as well as the date, time and location for the endorsement meeting. Upon approval of the date and location by the Board, the PAC Chairperson shall notify the candidates and ballot measure representatives of the date and time for the endorsement meeting, along with instructions for the format of the meeting and the Club’s endorsement tiers.

9.4.1 – Early Endorsement: To advance the mission of the Club, two Board members may request a vote to provide an early sole endorsement of a candidate outside the process outlined in Section 9.4. Any such request shall be provided to the PAC Chairperson to be presented to the Board. Upon the PAC Chairperson’s presentation, the Board shall consider whether to call a vote of the general member on the early sole endorsement. A majority of the Board present must approve calling such a vote of the membership. Upon such approval, the candidate must receive at least 60% of the votes cast by the general membership in order to receive the Club’s early sole endorsement.

9.5 – Threshold for Endorsement: The threshold for endorsement is as follows: All ballot measures must receive at least 60% of the votes cast in order to receive the Club’s endorsement. Where only two candidates apply for the Club’s endorsement for a seat, a candidate must receive at least 60% of the votes cast in order to receive the Club’s endorsement. Where more than two candidates apply for the Club’s endorsement for a seat, a candidate must receive at least 50% plus one of the votes cast in order to receive the Club’s endorsement. Members shall be provided the names of all candidates and ballot measures that meet eligibility requirements, as determined by the PAC Chairperson. In instances where a member does not cast a vote, it shall not be included in the total of votes cast for purposes of determining whether the threshold for endorsement has been reached.

9.6 – Ballot Markers: For candidate endorsements only, the PAC Chairperson shall place a marker besides the names of each candidate who appears on the ballot.

LGBTQ Candidate Marker – For each candidate who identifies themselves as LGBTQ in their candidate questionnaire, there shall be a marker beside their name on the ballot identifying them as such, for the benefit of the membership.

East Bay Stonewall Democratic Club Member Marker – For each candidate who is a current, dues-paying member of the Club, there shall be a marker beside their name on the ballot identifying them as such, for the benefit of the membership.

The PAC Chairperson shall determine the marker for the ballots and shall include a prominent legend explaining each marker at the top of the first page of the ballot for the benefit of the membership.

9.7 – Tabulation of Results: The PAC Chairperson, or another member of the PAC if the Chairperson is unavailable, along with not less than one other Board Member, shall meet in private after the endorsement meeting to tabulate the vote of the general membership. The PAC Chairperson shall report the outcome to the full Board within 24 hours of the endorsement meeting. The reported results shall be limited to “endorsed” or “not endorsed” and shall not contain specific information about vote counts. The ballots shall be retained by the PAC Chairperson through the date of the election. Any requests to recount votes or other challenges to the endorsement process shall be adjudicated by the PAC Chairperson, in consultation with the Board President.

9.8 – Publishing Slate of Endorsed Candidates: The Secretary shall notify all candidates, ballot measure proponents, and the Club’s membership of the outcome of the vote taken at the endorsement meeting within 48 hours of the adjournment of the meeting.

9.9 – Rescission: A request to rescind an endorsement may be filed by any member of the Club by submitting a signed, dated request, with a basis for the request to the PAC Chairperson. If supported by a majority of the Board, the endorsement of a candidate or ballot measure may be placed before the general membership for rescission. The general membership, by a two-thirds majority vote, may vote to rescind an endorsement.

9.10 – Endorsement Benefits: Candidates and ballot measures that secure the endorsement of the Club are entitled to various levels of endorsement support by the Club, its Board, and Members. The PAC Chairperson will set guidelines for monetary contributions and other support.

9.11 – Endorsements for Democratic Party and local and state Commissions: An LGBTQ member of the Club may seek an endorsement of the Board for the following: (1) appointment to a state or local commission or board; or (2) a leadership position in a club or caucus that is part of the official political apparatus of the California or Alameda County Democratic Party. An applicant for an endorsement under this section may apply to the PAC Chairperson for the endorsement by identifying the organization, position, and the date of the appointment or election in writing. If the applicant is part of a slate of candidates, the Board may consider endorsement of the entire slate. The decision to endorse shall be official upon the vote of a majority of the Board present. The endorsed candidate may use the Club’s name and logo in pursuit of the position for which they were endorsed.

ARTICLE X – AMENDMENTS

10.1 – Amendments: These Bylaws may be amended, repealed or new bylaws adopted by a two thirds majority of the membership.  Proposed amendments must be submitted to the Secretary to be sent out with regular general meeting announcements.

ARTICLE XI: DELEGATES TO THE CALIFORNIA DEMOCRATIC PARTY PRE-ENDORSEMENT CONFERENCE AND OTHER REGIONAL DEMOCRATIC ORGANIZATIONS

11.1 – All delegates and alternates to the California Democratic Party pre-endorsement conference and other regional Democratic organizations shall be appointed by the Board of Directors. 

These Bylaws were approved by the general membership of the East Bay Stonewall Democratic Club via online ballot on September 8, 2023.