ARTICLE I. NAME
The name of the organization shall be the Liberty City Democratic Club, hereafter referred to as Liberty City or the Organization.
ARTICLE II. PURPOSE
Liberty City is a voluntary, political action committee serving the greater Philadelphia region as an affiliate of the National Stonewall Democrats.
The members have joined together to work within the Democratic Party, in the public arena, and throughout the region, state, and nation, to achieve and sustain economic and social equality for persons who identify as lesbian, gay, bisexual, queer, questioning, transgender, intersex, genderqueer, and all other variant sexual orientations and gender identities (LGBTQ).
Liberty City shall:
- Bring the issues of LGBTQ civil rights to the forefront of political agendas, platforms, legislators, candidates, and campaigns;
- Elect openly LGBTQ candidates to public office;
- Endorse and support candidates for political office who reflect the values, needs, and interests of its members and constituents;
- Lobby for legislation which upholds the civil rights of LGBTQ citizens;
- Work to form coalitions with other organizations to take progressive stands on economic and social issues; and
- Work in the greater Philadelphia region, Harrisburg, Washington D.C. and elsewhere to serve its members and constituents interests.
ARTICLE III. MEMBERSHIP
Section 1. Liberty City shall be a membership organization.
Section 2. Eligibility: Any person who subscribes to the statement of purpose and is a registered to vote as a Democrat shall be eligible to apply for membership to the Organization.
Section 3. Application and Dues: Procedures for applying for membership shall be as established by the Board of Directors (herein referred to as “the Board of Directors” or “the Board”). The Board is permitted to establish one (1) or more classes of membership. Membership dues shall be at such rate or rates, schedule or formula, as may be from time to time prescribed by the Board.
Section 4. Member in Good Standing: Members shall be considered “in good standing” if their membership dues are current.
Section 5. Lapsed Members: Lapsed members are those members who have not actively paid membership dues for a period of two (2) years or less.
Section 6. Termination of Membership: Any member may resign upon written notice to one of the Board Co-Chairs. Such persons shall remain members for a period of sixty (60) days after the membership period expires, though they shall be considered “not in good standing” during this sixty (60) day period. The membership shall automatically end after the sixty (60) day period. The payment of dues during the sixty (60) day period shall restore the member to good standing status.
Section 7. Expelling Members: The Board of Directors, by an affirmative vote of two-thirds (2/3) of the entire Board membership, may remove any member of the Organization whenever in its judgment the best interests of the Organization will be served thereby or for proper cause. Written notice shall be sent to the member sought to be removed at least fifteen (15) days prior to the proposed vote on removal.
Section 8. Voting Procedures: In any proceeding in which voting by members is called for, each member in good standing, shall be entitled to cast one (1) vote in any matter that requires a vote of the membership. There shall be no proxy voting.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. Directors: There shall be a Board of Directors, consisting of no fewer than nine (9) and no more than fifteen (15) elected members of the Organization. No more than half (rounding up where the number of Directors is an odd number) of the Board shall be of one gender identity or expression. All Directors will have privileges and voting rights consistent with the by-laws of the Organization. To ensure gender parity and racial/ethnic diversity, up to four (4) directors may be appointed by the Board of Directors to fill vacancies on the Board that may arise from time-to- time.
Section 2. Diversity: The Organization is committed to a diverse and representative Board of Directors. The Board of Directors is charged with ensuring that every possible effort be made to nominate a slate of directors that represents the LGBTQ members of the Organization, provides for gender parity, and is racially/ethnically diverse. A report of these efforts shall be made available upon request.
Section 3. Duties: The Board of Directors is authorized to carry out all functions and activities necessary to further the purposes of the Organization. Each Director shall be required to:
- Attend regularly scheduled general membership meetings;
- Attend regularly scheduled Board meetings;
- Actively serve on at least one (1) committee of the Organization;
- Actively participate in special events and activities of the Organization; and
- Make a financially-meaningful contribution to the Organization on a yearly basis.
Section 4. Eligibility: Any member in good standing shall be eligible for membership on the Board of Directors. Candidates for elected government office and current elected government officials are not eligible for membership on the Board of Directors.
Section 5. Term: Directors shall be elected for a three (3) year term, and may be re-elected for up to two (2) consecutive terms. Terms shall run so that one-third of the Directors shall be elected/re-elected each year. The terms of Directors appointed by the Board of Directors shall last only until the next annual meeting.
Section 6. Quorum: A quorum of the Board for the purposes of transacting business shall be fifty percent (50%) plus one of the Directors, and shall include those Directors who may participate through the use of teleconference. A majority vote of the Board present at any meeting is required to approve any action, except those actions explicitly requiring a different vote pursuant to either these by-laws or board resolution. Once a quorum is established at the beginning of a meeting of the Board, such quorum shall not be broken if Directors leave such meeting for any reason before the meeting is adjourned.
Section 7. Meetings: The Board shall meet at least six (6) times per year on a bi-monthly basis. All Board meetings shall be announced at least seven (7) days in advance of the date of the meeting and be open to all members in good standing. The Board, by majority vote, may hold a meeting in executive session.
Section 8. Removal
- Any Director may resign at any time upon written notice to the Board Co-Chairs. Theresignation shall be effective upon receipt thereof by the Board Co-Chair or at suchsubsequent time as may be specified in the notice of resignation.
- The Board of Directors, by an affirmative vote of two-thirds (2/3) of the entire Boardmembership, may remove any Director of the Organization whenever in its judgment thebest interests of the Organization will be served thereby or for proper cause.
- A Director shall be automatically removed from the Board upon the Director’s fourthabsence from a Board meeting during any fiscal year.
ARTICLE V. ELECTION OF BOARD MEMBERS
Section 1. Notice of Nominating Procedures to Membership
Prior to the annual meeting, the Board of Directors shall send to the membership a notice including complete information about the process of nominating and electing the Board, consistent with these by-laws, including all relevant times and places.
Section 2. Nominations
Nominations, including self-nominations, shall be submitted to the Board of Directors no fewer than thirty (30) days prior to the annual meeting. The Board shall recruit and interview a slate of nominees for election to the Board in accordance with these by-laws.
Section 3. Presentation of Slate to Membership
The Board of Directors shall prepare a slate of nominees that include no more than eleven (11) candidates for election to the Board. The slate must be distributed to the membership no fewer than ten (10) days prior to the date of the annual meeting. The slate shall include a brief explanation of each nominee’s experience
Section 4. Voting
At the annual meeting, the Board of Directors will present the slate of nominated Directors in the form of a motion to be approved. The motion shall be approved with a simple majority.
Members in good standing who are not part of the official slate may be nominated from the floor with an appropriate second. In cases where nominations are made outside of the slate recommended by the Board Development Committee, the slate must first be voted down before any other nominations would be in order. At that point, a run-off vote will be conducted where all candidates nominated by the Board Development Committee and all candidates nominated from the floor shall be considered at once by the membership. Members in good standing shall then cast a number of votes equal to the number of seats to be filled on the board. Members shall only be allowed to vote for a Board candidate once. The candidates who receive the greatest number of votes in each gender identified category will be elected to the Board.
All members present and in good standing shall be eligible to vote in the election. There shall be no proxy voting.
Section 5. Filling of Vacancies
Any vacancy created by the resignation or removal of an elected Director shall be filled by a simple majority vote of the remaining Directors. Persons so appointed shall be a Director to serve for the remainder of the unexpired term. When a Director is appointed to fill a vacancy created by a resignation or removal, the time served in a vacated term shall not be counted in the limitation of terms. Vacancies shall be filled in such a manner as to ensure gender parity and racial/ethnic diversity.
ARTICLE VI. OFFICERS
Section 1. Election of Officers
The Board shall elect the following officers from among the Directors: two (2) Board Co-Chairs, who shall not be of the same gender identity; a Secretary; and a Treasurer. Officers shall serve a two (2) year term and may serve two (2) consecutive terms. Directors may not serve in more than one (1) position at any given time.
Section 2. Cycle for the Election of Officers
One (1) Board Co-Chair and the Treasurer shall be elected in even years, and one (1) Board Co- Chair and Secretary shall be elected in odd years. Elections for officers shall occur at the first meeting of the Board of Directors following the annual meeting.
Section 3. Co-Chairs
The Board Co-Chairs shall supervise the business and affairs of the Organization, and preside at all meetings of the Board, Executive Committee, and general membership. In the absence of both Board Co-Chairs, the Secretary shall serve as acting-Board Chair.
Section 4. Secretary
The Secretary shall maintain accurate minutes of all meetings and shall send out notices as required by the Board, membership resolution, or these by-laws. The Secretary shall also work in cooperation with the Chair of the Membership Committee to maintain accurate records of the membership.
Section 5. Treasurer
The Treasurer shall maintain the financial records and be responsible for the financial affairs of the Organization and, with at least one other person designated by the Board, have the authority to issue and sign checks. The Treasurer will be responsible for providing a detailed finance report at each meeting of the Board.
Section 6. Vacancies
The Board of Directors shall fill any officer vacancy by a majority vote, provided that such prospective candidate meets the eligibility requirements as dictated by this document.
ARTICLE VII. EXECUTIVE COMMITTEE
Section 1. Members and Responsibilities
There shall be an Executive Committee which shall be comprised of the Board Co-Chairs, the Secretary, the Treasurer, and the Chair of the Endorsement Committee. The Executive Committee shall execute the powers of the Board of Directors between meetings of the Board. All actions of the Executive Committee must receive ratification by the Board at the next Board meeting.
Section 2. Meetings
Meetings of the Executive Committee may be called by at least one of the Board Co-Chairs. Executive Committee meetings are open to all Directors. Notice may be given by mail or other accepted electronic communication.
ARTICLE VIII. COMMITTEES
Section 1. The following may be standing committees of the board: Campaign Committee; Communications Committee;
Endorsement Committee; Fundraising Committee; Membership Development Committee; and Such other committees as the Board may deem necessary
Section 2. Committee Chairpersons
All committees shall be chaired by a member of the Board of Directors. Chairs of committees shall be nominated by the Board Co-Chairs and approved by the Board of Directors. Committee chairs shall serve for a one (1) year period and a maximum of four (4) years.
Section 3. Committee Members
All members of the Organization in good standing are eligible for and encouraged to serve on at least one (1) committee. The Board Co-Chairs shall serve as ex-officio members of all committees. Each committee’s composition shall be at the sole discretion of the Chair of the committee.
Section 4. Campaign Committee
The Duties of the Campaign Committee may include, but not be limited to:
- Implementing the Organization’s GOTV plan, which may include producing and distributing a slate card of endorsed candidates;
- Working with endorsed candidates to distribute their literature;
Coordinating the organization’s campaign activities;
- Work to identify and elect openly-LGBTQ candidates for public office;
- Managing phone banks; Preparing mailings;
- Overseeing other methods of engaging LGBTQ and allied voters; and
- Executing other duties agreed upon by the Campaign Committee and the
Section 5. Communications Committee
The duties of the Communications Committee may include, but not be limited to:
- Maintaining the Organization’s website
- Preparing mailings and e-mails;
Creating and sending press releases; and
- Preparing and distributing a press release, membership mailing, and public notices of the endorsed candidates; and
- Executing other duties agreed upon by the Communications Committee and the Board.
Section 6. Endorsement Committee
The duties of the Endorsement Committee may include, but not be limited to:
Identifying the candidates for endorsement consideration;
- Developing a questionnaire to be used during the endorsement process; sending questionnaires to all eligible candidates; and reviewing all questionnaires returned
- Developing a list of recommended endorsements and presenting them for approval by the General Membership in accordance with Article X of these by-laws
- Working with the Board Co-Chairs to ensure that members are properly notified of the endorsement and candidate night meetings
- Notifying the endorsed candidates of their endorsement
- Researching and developing a policy platform for the Organization to be approved by the general membership
- Ensuring that members of the organization are aware of and understand the major legislative and public policy issues that are important to the Organization
- Researching and tracking legislation and public policy initiatives; and
Executing other duties agreed upon by the Endorsement Committee and the Board.
Section 7. Fundraising Committee
- The duties of the Fundraising Committee may include, but not be limited to:
Developing and fully implement a minimum of two (2) fundraising events each year, including special events, direct mail appeals, and telephone solicitations
- Providing an announcement and information to the general membership regarding all fundraising events
- Recruiting volunteers for events
- Providing a final report to the Board of Directors and the membership on the status of each fundraising event; and
- Executing other duties agreed upon by the Fundraising Committee and the Board.
Section 7. Membership Development Committee
The duties of the Membership Development Committee may include, but not be limited to:
- Recruiting and retain new members; Reactivating and renew lapsed members;Managing registration at all membership meetings
- Developing and maintaining a fact sheet for prospective members
- Distributing a welcome letter for new members and a renewal letter for those members whose membership is due to expire
- Recruiting and cultivating active members to eventually serve on the Board of Directors
- Developing a slate of nominees to be elected to the Board of Directors each year in compliance with process outlined in these by-laws
- Organizing and staffing information tables at LGBTQ and other appropriate venues such as street fairs, and general membership meetings.
- Working to ensure that the board is representative of the general membership, the LGBTQ community at large, and is racially diverse
- Executing other duties agreed upon by the Membership Committee and the Board.
ARTICLE IX. MEMBERSHIP MEETINGS
Section 1. General Meetings
There shall be a minimum of four (4) general membership meetings per calendar year. Generally, meetings should be held every other month during the months of March, June, September, and December. A list of quarterly meeting dates for the year shall be set at the December quarterly meeting for the subsequent year and published and provided to all members.
Section 2. Special Meetings
The Board of Directors may call special meetings of the membership when necessary.
Section 3. Annual Meeting
The annual meeting of the Organization’s membership shall be held during the month of September. Election of the Board of Directors shall take place at the annual meeting.
Section 4. Endorsement Meetings
Endorsement meetings shall be held prior to the primary and general elections.
Section 5. Notice
All membership meetings shall require a ten (10) day notice to all members. Notice shall include the date, time, and location of any such meeting. Notice shall be in writing and/or electronic format.
ARTICLE X. ENDORSEMENT PROCEDURES
Section 1. Endorsement Eligibility
A candidate for elective office that seeks an endorsement from the Organization must be seeking a Democratic Party nomination in the Primary Election or be a Democratic nominee on the General Election ballot.
Section 2. Endorsement Committee
The Endorsement Committee shall be comprised of no fewer than five (5) and no more than fifteen (15) members. The Chair of the Endorsement Committee shall recommend a slate of committee members from the general membership which must be approved by the Board. The members of the Endorsement Committee shall serve for a two (2) year term without limits on the number of terms. Candidates for elective government office are not eligible to serve on the Endorsement Committee. The Chair of the committee shall be a member of the Board of Directors.
Section 3. Responsibilities
It is the responsibility of the Endorsement Committee to (a) evaluate all Democratic Party candidates using a survey or interviews, (b) determine the most appropriate candidate(s) for endorsement, (c) prepare and present a list of recommended endorsements to the
membership, (d) educate the members present as to why the committee made the recommended endorsement(s), and (e) present the recommended endorsements at the meeting schedule for such a purpose. The committee may choose not to recommend a candidate for endorsement in a particular race. All members of the Endorsement Committee should make every effort to be in attendance at the endorsement meeting.
Prior to determining recommendations for endorsements for a particular race, the committee may provide all candidates wishing to speak to the membership an opportunity to do so at a general membership meeting called for that purpose.
Section 4. Procedure and Timeline for Presentation to the Membership
The Endorsement Committee shall prepare a list of recommended endorsements and present them to the general membership at a meeting called for that purpose. The list of recommended endorsements shall be presented in the form of a motion to approve.
Section 5. Endorsement Meeting Process
Endorsement meetings are to be held not fewer than thirty (30) days prior to the next election. The Board Co-Chairs have full authority to run the meeting according to these by-laws and Robert’s Rules of Order.
The Chair of the Endorsement Committee shall present the recommended endorsements to the general membership at this time. Each recommendation shall be considered a motion to approve and shall require a second to allow for discussion and then voting.
Only members in good standing with a valid ballot may speak during the endorsement process. Non-members may attend, but must be located in a clearly designated location behind the voting members. Non-members may not participate in any discussion.
Following the endorsement meeting, the committee shall make public the endorsements of the Organization via any means necessary and determined appropriate by the committee and the Board of Directors.
Section 6. Voting Requirements
In order to participate in the Endorsement meeting, a member must: a. Be in good standing;
- Have paid dues at least 45 days prior to the endorsement meeting, except for membersin good standing from the previous year who shall be permitted to pay their dues upuntil the start of the Endorsement meeting; and
- Have attended or participated in at least two (2) Liberty City-sponsored meetings,events, functions, or other such activities deemed appropriate by the Board, within the previous twelve months.
An endorsement requires a simple majority vote of the members present and voting. Voting shall be by secret ballot, unless there is unanimous consent to endorse by a voice vote.
All voting procedures and security shall be the responsibility of the Board of Directors and the Endorsement Committee.
Section 7. Endorsement Meeting Parliamentarian and Rules Committee
- The Board Co-Chairs shall appoint a Parliamentarian to rule on any questions that mayoccur at the endorsement meeting. The ruling of the parliamentarian is final.
- An Endorsement Rules Committee comprised of a Parliamentarian and two (2) membersof the board designated by the Board Co-Chairs will have exclusive authority to determine eligibility to vote in the Endorsement meeting in accordance with these by- laws.
Section 8. Reconsideration
Should no candidate receive a simple majority endorsement, the Chair of the Endorsement Committee shall entertain a motion from the membership to hold a reconsideration vote. Each candidate/position may receive only one reconsideration vote.
Section 9. Change of Endorsement
Any change of endorsement requires a two-thirds (2/3) supermajority vote of the Board of Directors in order to bring the question to the membership. Once brought to the membership by the Board, the membership can revise the endorsement according to the same voting rules as set out above.
Section 10. Vacancies
Any vacancy on the Endorsement Committee shall be filled by the Board of Directors.
ARTICLE XI. AMENDMENTS
These by-laws may be amended according to the following procedure:
A member may bring a proposed amendment resolution to any scheduled general membership meeting.
The resolution to amend the by-laws must be approved by a two-thirds (2/3) majority vote of the members in good standing present at the meeting.
If the resolution to amend is approved, the Secretary shall give notice to all members of the proposed amendment, and that it will be voted on at the next general membership meeting. This notice shall include the date, time, and location of the meeting and shall be in writing and/or email.
At the designated membership meeting, the proposed amendment shall be deemed successful if it is approved by a two-thirds (2/3) majority vote of the members in good standing present at the meeting.
ARTICLE XII. ROBERT’S RULES OF ORDER
All meetings shall be governed by Robert’s Rules of Order.
These by-laws shall take effect immediately following the approval of the members.