BYLAWS OF THE UNITY DEMOCRATIC CLUB

ARTICLE I: NAME, PURPOSE/MISSION, AND VALUES OF THE ORGANIZATION 1. NAME AND PURPOSE/MISSION STATEMENT: The name of the Club shall be the Unity Democratic Club (also known as Organization, Unity Democrats, Club or UD in these bylaws). The Organization is a non-profit entity, 501(c)(4), that exists to foster inclusivity, accountability, accessibility, and engagement in the northwest Bronx’s Democratic Party. The Unity Democrats intend to recruit, engage, and empower the electorate throughout the electoral process. UD shall seek to encourage and support candidates that commit to the values of the Unity Democratic Club. The Unity Democratic Club recognizes there is strength in unity and shall work to achieve Democratic unity across the northwest Bronx. 2. VALUES: The Unity Democratic Club values diversity, inclusivity, transparency, accessibility, and an engaged electorate. We value diversity of all identities in addition to the spectrum of ideologies within the Democratic Party. 3. ORGANIZATIONAL OBJECTIVES: 3.1. To promote local civic engagement and understanding of the electoral process and increase voter turnout. 3.2. To increase the transparency of issues and processes of the Bronx Democratic Party. 3.3. To encourage and support candidates that are aligned with the values of the Unity Democrats, that have the courage to run and the capacity to win. ARTICLE II. MEMBERSHIP & OFFICERS 1. RESPONSIBILITIES: General membership in the Unity Democrats requires a commitment to its mission statement and organizational goals through: 1.1. Frequent participation in the Club’s activities. 1.2. Advocacy for the work of the organization. 1.3. Assurance of the competency of the organization’s management. 1.4. Oversight of policy and operations. 1.5. Active participation in the development of the organization’s funding base; and the exercise of fiduciary responsibility. 2. ELIGIBILITY: To be eligible to be a member of the Unity Democratic Club one shall be a registered Democrat who has an interest in the northwest Bronx. For those under 18 or who are not a registered Democrat, their membership shall be approved by the Executive Committee. 3. DUES: Members are required to pay annual dues as determined by the Executive Committee and approved by the membership. A sliding scale shall be available to those based upon need. 4. MEMBERSHIP SUSPENSION/TERMINATION: Membership can be suspended or terminated only under special circumstances, including persistent non-payment of dues (in the event an exemption has not been offered) or persistent conduct detrimental to the goals of Unity Democrats. For membership to be suspended or terminated, a complaint shall be issued by a fellow member. A subcommittee shall be convened to investigate the complaint and to make a recommendation on a course of action for consideration by the general membership. The general membership may suspend or terminate membership by a two-thirds (⅔) affirmative vote. 5. DUTIES OF OFFICERS: UD shall have officers to oversee the development of the Club as outlined in Section F. 6. OFFICER ELIGIBILITY: An officer shall not work for or publicly support, in any capacity, a candidate for office that is opposing a UD-endorsed candidate. Elected officials are excluded from holding Officer positions in the UD with the exception of County Committee Members, Judicial Delegates, and Alternate Judicial Delegates. 7. OFFICERS: 7.1. President: The President oversees the organization’s strategy and speaks on behalf of the Club to the public. The President chairs all meetings of the general membership and all meetings of the Executive Committee. This duty includes developing an agenda for each meeting and communicating that agenda in a timely manner to the Executive Committee. In the absence of the President, Executive Committee members, in the order listed in Article IV, Section F, shall preside over the meeting. The President may call special meetings of the general membership or of the Executive Committee as outlined elsewhere in these bylaws. 7.2. Past presidents are entitled to participate in an ex-officio capacity on the Executive Committee. They serve at the pleasure of the Unity Democratic Club’s membership. A majority vote of the membership may remove any past president from the Executive Committee. 7.3. Vice President: The Vice President is responsible for fostering and maintaining relationships with elected officials and other political organizations and directing the organization’s policy efforts. The Vice President in coordination with the Chair of Strategy develops and implements the Club’s strategies for nurturing relationships with political officials and organizations. This includes recruiting and supporting new candidates for public office, identifying opportunities for collaboration with other political groups and electeds, and building awareness and support for UD’s policy platform. 7.4. Treasurer: The Treasurer manages all funds received by and paid by UD. The Treasurer keeps an accurate account of all funds and provides a report on UD finances to the Club at least one general membership meeting per year and every Executive Committee meeting. The Treasurer works with the President to monitor members’ dues and membership status. The Treasurer is responsible for paying all bills owed by UD and generating invoices for funds owed to UD. The Executive Committee shall approve by unanimous vote all financial transactions greater than $300. At the expiration of his or her office, whether by resignation, removal, or term expiration, the Treasurer shall relinquish all financial records, information and materials including but not limited to books, papers, vouchers, and any property belonging to UD. 7.5. Secretary: The Secretary is responsible for all internal communications and record keeping. This includes (a) sending notice of general membership meetings to UD members in consultation with the President. (b) sending other communications to the general membership keeping them informed of UD activity; (c) sending notice of Executive Committee meetings to all Executive Committee members prior to that meeting in consultation with the President. (d) record minutes of Executive Committee and General Membership meetings. 7.6. Chair of Strategy: The Chair of Strategy functions as the Club’s project manager, developing concepts and overseeing the implementation of general membership events in alignment with UD’s mission, vision, and values. 7.7. Chair of Organizing: The Chair of Organizing serves as the lead organizer for all political and election campaign activities organized by UD. The Chair of Organizing serves as the Chair of the Organizing Committee. The Organizing Committee (standing) develops and implements the Club’s organizing strategy for all social action (e.g., rallies, protests, social campaigns), electoral campaigns, and county committee reform. 7.8. Chair of Membership: The Chair of Membership is responsible for promoting, coordinating, and overseeing UD’s membership efforts and for broadening participation in UD and the County Democratic Party. The Chair of Membership serves as the Chair of the Membership Committee. Membership Committee (standing) develops and implements strategies to make UD more representative of the northwest Bronx, retain members and drive them towards action, and encourage members to invest in the Club’s growth. 7.9. Chair of Communications: The Chair of Communications is responsible for directing UD's external messaging. This includes (a) managing UD's website to ensure its content is current and attracts new members, (b) maintaining a regular presence for UD on social media, (c) managing UD's distribution lists, (d) devising and implementing digital advocacy and campaign tactics, (e) managing and enforcing UD’s visual and brand identity and (f) creating and executing a press strategy to maximize UD's media exposure in NYC. The Chair of Communications serves as the Chair of the Communications Committee. 8. TERM OF OFFICE: Officers shall be elected for a two-year term and limited to two consecutive terms. After serving for two consecutive terms, a member of the Executive Committee shall wait two years before running for a position on the Executive Committee again. 9. VACANCIES: If the office of President becomes vacant, Executive Committee members, in the order listed in Article IV Section F shall assume the office. For all other officer vacancies, a majority of the Executive Committee may appoint any member in good standing to serve as an interim officer until the next general membership meeting, at which time a special election shall be held to elect someone to fill the position for the remainder of the term. 10. STANDARD OF CONDUCT: Officers are representatives of UD and shall conduct themselves in a manner consistent with the organization's values as laid out in the mission statement and organizational objectives. Officers shall carry out all duties with the best interests of UD in mind. ARTICLE III. COMMITTEES 1. PURPOSE: Committees are created to accomplish specific objectives of importance to UD’s mission and goals. The committees are an opportunity to involve the broader UD membership in UD’s work. 2. COMMITTEE CREATION: Any UD member may propose the creation of a committee by submitting a written request to the UD Executive Committee indicating the committee’s mission and objectives. Ratification of the committee requires approval by a majority vote of the UD Executive Committee. 3. MEMBERSHIP: Unless otherwise stated by the Executive Committee, any UD member in good standing may join a committee. 4. ELIGIBILITY OF CHAIRS: Any member of UD in good standing for the past six months is eligible to be a committee chair. No person may be chair of more than one committee simultaneously. 5. SELECTION OF COMMITTEE CHAIRS: Chairs of standing committees are chosen by the Executive Committee and are voting members of the Executive Committee. Chairs of ad hoc committees are appointed by the Executive Committee but are not voting members of the Executive Committee. 6. CHAIR TERM OF OFFICE: Each committee chair is elected for a two-year term. 7. STANDING COMMITTEES: 7.1. Executive Committee: The President of the UD chairs the Executive Committee. The Executive Committee shall be composed of the officers of UD, committee chairs as described above, District Leaders and the State Committee Members who were endorsed by UD, and anyone who is otherwise confirmed by the Executive Committee. 7.2. Committee on Political Affairs, Organizing & Data: The Vice President, Chair of Strategy, and Chair of Organizing serve as Co-Chairs of this committee. The Committee develops the Club’s policy priorities and is a permanent committee. The Committee develops and implements the endorsement process for candidates and oversees the political affairs of the organization. 7.3. Communications Committee: The Chair of Communications shall oversee this committee and shall oversee press releases, social media, website, and any other communicative tools necessary to carry out UD’s mission. 7.4. Governance Committee: The Governance Committee is to maintain the bylaws, propose changes, and to ensure that the organization runs in accordance with the bylaws. The President shall chair this committee. ARTICLE IV. GENERAL MEMBERSHIP MEETINGS AND VOTING 1. ANNUAL ELECTION MEETING: The UD shall have an annual, general membership meeting upon which the Officers shall be elected for a two-year term, this shall be known as the “Annual Election Meeting.” Notice of this meeting shall be sent to each member of the UD at least 6 weeks prior to the meeting by the Secretary. 2. GENERAL MEMBERSHIP MEETINGS: General Membership Meetings shall be called at the discretion of the President or the Executive Committee. The Executive Committee is empowered to convene any general membership meeting, including endorsement meetings through a remote means that members can access through an audio-visual platform and vote electronically. Meetings can also be convened in a hybrid fashion where some members participate in-person and others by remote means. In either instance, members signing in through remote means count towards meeting a quorum. 3. NOTICE OF VOTE: All general membership meetings in which a vote shall take place shall be announced at least one week in advance. 4. ELIGIBILITY TO VOTE: All UD members in good standing are eligible to vote for UD officers and candidates for endorsement. “In good standing” is defined as having attended or participated in at least three UD meetings (one of which shall be a general membership meeting) or UD-organized events in support of the Club’s endorsed candidates or mission within the previous twelve months and have paid dues prior to the vote. The meeting at which the vote is taking place counts toward the three-meeting requirement. Each member is entitled to one vote, except as hereinafter described. The Executive Committee has discretion to set a deadline by which members shall pay dues and sign up in advance of a meeting at which a vote shall take place in order to determine which attendees are eligible to vote. 5. QUORUM: A quorum of the general membership is 20% of the UD’s total number of members. A motion may be passed by a vote of the majority of those members present. 6. ELECTION OF UD EXECUTIVE COMMITTEE OFFICERS: Officers are elected at the General Membership Annual Meeting by eligible voting members at that meeting. Whichever candidate receives the most votes wins that office. Votes shall be tallied by three UD members chosen by the President. 7. ENDORSEMENTS: In furtherance of UD’s mission, values, and objectives, as stated in Article I of these bylaws, and, recognizing that conferring the Club’s endorsement is a vital part of UD’s mission, the Executive Committee shall, within thirty days of approval of this amendment, create an Endorsement Policy for approval by majority vote of those attending the next scheduled General Membership meeting. Such Policy shall be clear and transparent, and shall strive for maximum participation by Club members, including encouraging members to run for public office or Democratic Party positions and shall include: - A simple and well-publicized process for candidates for public office or for Democratic Party positions to apply for UD endorsement; - A process for vetting candidates, including their background and experience, what they stand for, and how UD can build political strength in organizing for the candidate; - A process for members to give feedback, approve or reject, and express their viewpoints about the candidates; - A calendar that specifies when candidates will meet with Club membership and when the steps designed to effectuate the purposes of this amendment will occur; and - An examination of the costs and benefits of using electronic voting for endorsements. - Such Policy shall also include a provision requiring an annual review to ensure this process is achieving the goals stated above. 8. ENDORSEMENT VOTING: 8.1 Candidates: All Democratic candidates running for office in the northwest Bronx are welcome to seek endorsement for public or party office. The Executive Committee will invite all candidates of interest to the membership to an endorsement meeting to be held before the election. 8.2 Voting Procedure: UD endorsement ballots include all candidates who UD is aware to be preparing to petition for, actively petitioning for, or already qualified for a ballot line in the relevant election, as well as a "No Endorsement" option. Votes will be tallied by the Secretary and two UD members or three UD members. A candidate must receive two-thirds (⅔) of the vote, excluding blanks or abstentions, to receive the Unity Democratic Club endorsement. 9. PARLIAMENTARY AUTHORITY: The parliamentary authority of UD shall be Robert's Rules of Order unless otherwise stated in these bylaws. The President may appoint a Parliamentarian. ARTICLE V. EXECUTIVE COMMITTEE MEETINGS AND VOTING 1. REGULAR MEETINGS: The Executive Committee shall meet at least once per quarter. Notice of regular meetings shall be sent to each member of the Executive Committee at least one week prior to the meeting by the Secretary. At regular meetings, each member of the Executive Committee shall give a report on their area of responsibility. Any member of the Executive Committee may request the addition of an agenda item. 2. SPECIAL MEETINGS: A special meeting of the Executive Committee may be called by the President, as long as notice of the meeting is given at least 24 hours in advance of the meeting by telephone, or at least 48 hours in advance of the meeting by email. A majority of the Executive Committee may submit a written request for a special meeting of the Executive Committee to the President, and the President shall call a special meeting to be held no more than one week and no less than 24 hours from the time the request was received. 3. QUORUM: Quorum at all meetings of the Executive Committee is 75% of Executive Committee members present in person, by phone, or virtually. A motion may be passed by a vote of the majority of those members present. 4. E-VOTING: When the Executive Committee cannot convene for a vote, the President or a majority of the Executive Committee may call for an electronic vote using a verified email address or an electronic voting process that is established by the Executive Committee. ARTICLE VI. AMENDMENTS 1. PROCEDURE TO AMEND THESE BYLAWS: Amendments to these bylaws may be proposed by the Executive Committee or any voting member in good standing at any time. The Executive Committee shall formally review these bylaws annually to recommend any needed changes. Proposed amendments shall include a written rationale for the proposed changes. All proposed changes shall be submitted to the Executive Committee for review three weeks in advance of the following general membership meeting for inclusion in the agenda. 2. NOTICE OF VOTE: All members shall receive a written or electronic notice that details proposed changes and their rationale at least ten days prior to the general membership meeting. 3. APPROVAL OF THE AMENDMENT: All proposed amendments are voted on at the following general membership meeting. Amendments shall be adopted by two-thirds (⅔) of the vote of the membership present at the meeting. Changes are effective immediately unless otherwise stipulated prior to voting. Bylaws voted and ratified by the General Membership on October 26, 2023.