AMENDED BYLAWS OF NORTH BY NORTHWEST DEMOCRATS
ARTICLE I: NAME
This nonprofit unincorporated association will be known as NORTH BY NORTHWEST DEMOCRATS (the “organization” or “NxNW Democrats”).
ARTICLE II: PURPOSES
Section 1: NxNW Democrats will promote the increased political activity and influence of Democrats in politics and government, work to educate voters about local Democratic political activities, work for the election and appointment of the best-qualified Democratic public officials at every level of government, and work to increase Democratic party participation, particularly in the communities of North and Northwest Travis County.
Section 2: NxNW Democrats will promote the success of programs, legislation, constitutional amendments, bond elections, referenda, and the like which will contribute to the quality of life for all members of society.
Section 3: NxNW Democrats will provide an open forum for the discussion of all issues relevant to the accomplishment of the above goals.
ARTICLE III: MEMBERSHIP
Section 1: Anyone who wishes to attend meetings may do so; however, only those who pay dues will be considered members of NxNW Democrats. There are two types of membership: voting members and nonvoting members.
Section 2: Voting members must be residents of Travis County and live within the organization’s boundaries, described herein, and must have paid the current year’s dues. The organization’s boundaries are from IH 35 on the east; the Travis County line on the north and west; and, from the south, all precincts which are within or immediately adjacent to a line that runs from the intersection of IH 35 and 38½th Street to 38th Street to 35th Street (including both sides of those streets) to Lake Austin (including the north side of Lake Austin) to Lake Travis (including the north side of Lake Travis), to the Travis County border on the west. Notwithstanding the forgoing, all current dues-paid members as of the date of enactment of these Bylaws will be grandfathered and will remain voting members of NxNW Democrats, for as long as their membership does not lapse for more than 60 days. Voting membership will become effective 60 days after the current year’s dues are paid, and will remain current through the end of the current fiscal year. A voting member whose membership has lapsed by more than 60 days will have to wait the required 60 days before becoming a voting member again.
Section 3: Yearly dues will be set by the members at least 60 days prior to the start of each fiscal year. If no dues are set by said deadline, the following year’s dues will remain the same as the prior year’s dues. Sustaining memberships will be available for an amount determined by the membership, whether by installment or lump sum payment.
Section 4: Nonvoting members who live outside of the above-described boundaries have all rights held by voting members, except the right to vote at meetings of the membership. Nonvoting members may be allowed to serve as voting members of a committee, if duly appointed as members of a committee, as provided in Article VI, Section 2 herein.
Section 5: Voting members will have, in addition to any other rights and privileges provided for in these bylaws, the right to vote in all meetings of the organization as a whole.
Section 6: Membership may be denied to any applicant for membership by the Board of Directors or a majority of the voting members present at a meeting, if for any reason there is a belief that the applicant’s membership would be at odds with the purposes of this organization. However, if a membership is not challenged or a prospective member wins a challenge to his or her right to membership, then that member cannot be removed unless he or she willingly violates the rules and conditions set out in these bylaws. The Bylaws Committee will discuss and recommend removal, challenge and appeal processes, which will be submitted to the voting members for approval.
ARTICLE IV: MEETINGS OF THE MEMBERSHIP
Section 1: Regular meetings of the membership will take place on a monthly basis during at least 9 months each year. Notice of regular meetings will be effected by announcement at a regular meeting, and by notification at least 7 days prior to the date of each meeting, sent to all members as provided in Article X, Section 2 herein and will include the time, date and place of the meeting as well as any additional information required by these bylaws.
Section 2: Endorsement or special meetings will take place upon request for such a meeting by a majority of the Board of Directors or upon written request to the Board of Directors by at least 10 voting members. Notice of such meetings will be given to all members as provided herein, not less than 15 days prior to the date of the meeting. Notices of special or endorsement meetings will include announcements of business which is to be transacted. Endorsement meetings will take place within the boundaries stated in Article III, Section 2, above, for voting members, and at the time and place of regular meetings, if possible, unless the Board of Directors decides otherwise.
Section 3: All meetings, whether regular, special or endorsement, will be conducted in accordance with the relevant sections of these bylaws, or if the bylaws are silent, in accordance with the relevant sections of the current edition of Robert’s Rules of Order.
Section 4: All membership meetings will require a quorum to transact any business or take any votes. A quorum will be no less than 15 voting members.
Section 5: All members voting must be in attendance at the meeting; no proxy votes will be accepted. Members who will be absent may ask that a short statement concerning their views on relevant business be read at the meeting. However, members physically incapacitated to attend a meeting may be furnished a ballot, at the discretion of the Board of Directors.
ARTICLE V: OFFICERS AND DIRECTORS
Section 1: The last regular meeting of each fiscal year will be the Annual Meeting, at which the membership will (1) elect a President, Vice-President, a Secretary, a Treasurer, and four Directors, who, together with the Immediate Past President, will form the Board of Directors of the organization for the following year; and (2) will review a financial statement of the organization, prepared by the Finance Committee with the assistance of the Treasurer.
Section 2: All Officers and Directors must be voting members, and will be elected annually by a majority of the voting members of the organization and will hold office for one year from the date of the election. The Nominating Committee will present a slate of one person for each Officer and Director position, which slate will be balanced as much as possible, both geographically within the boundaries of the organization, and with regard to affirmative action standards. Nominations will also be taken from the floor of the meetings at which elections are held.
Section 3: Should the position of an Officer or Director become vacant for any reason, that position will be filled as soon as possible by appointment by the remaining members of the Board of Directors. Notice of such vacancy and appointment will be reported to the membership at the next regular meeting. Officers and Directors so selected must receive confirmation by a majority of the members in attendance at the next such regular meeting and will serve for the remainder of the vacated term.
Section 4: Any Officer or Director may be removed from his or her position by a vote of the voting members present at a meeting after a request for such action by 15 percent of the voting members. If 75 percent of the voting members attending a duly called regular or special meeting determine that the Officer or Director has been guilty of actions seriously detrimental to the purposes of this organization or has failed repeatedly to discharge his or her duties, he or she will be removed from his or her position.
Section 5: Notice that an election or removal of Officer(s) or Director(s) will be conducted must be provided to all members as provided herein, no less than 15 days prior to the date of the election or removal.
Section 6: Contested elections will be by secret ballot, and will be tabulated by non-candidates chosen by the incumbent President from those members attending the election.
Section 7: The President will preside at meetings of the organization, and the Board of Directors and will be an ex officio, nonvoting member of all committees.
Section 8: The Vice President will act for the President in his or her absence, will be an ex officio, nonvoting member of all committees, and will be responsible for scheduling guests to speak at meetings and for informing the Secretary of such guests in sufficient time for inclusion in meeting notices.
Section 9: The Treasurer will hold, receive, expend and account for all money that will come into the possession of the organization, and will keep a list of all current voting members, including the date on which his or her dues were last paid, and will present a written report on the status of the organization’s finances at all regular meetings, and at other times when such reports will be requested by the President, Board or a majority of the voting membership at a meeting. The Treasurer will be an ex officio, nonvoting member of the Finance Committee, and will work with the Finance Committee to prepare a financial statement at least once annually, for presentation to the membership at the annual meeting of the members.
Section 10: The Secretary will keep a permanent record of all important actions of the organization, and the Board of Directors, and will report on such actions at each regular meeting. The Secretary will also be responsible for emailing (and mailing, for those who do not provide email addresses to the organization) meeting notices, and for preparing an agenda for all meetings, with the advice and assistance of the President and other members of the Board of Directors.
Section 11: The four Directors who are not Officers will represent the membership at meetings of the Board of Directors.
Section 12: The Board of Directors will meet at least quarterly, either in person, by telephone, or electronically, beginning with an in-person meeting called by the President within the first month after the start of each fiscal year. Either the President or a majority of the Board of Directors may call a Board meeting, upon at least 7 days’ notice to the Officers and Directors, or may call an emergency in person or telephonic Board meeting or a vote by electronic means, upon at least 24 hours’ notice. In addition to other specific duties outlined in these bylaws, the Board of Directors will be responsible for the general supervision and proper conduct and functioning of the organization and its committees, strategic planning, and for the regular meetings of the organization.
Section 13: A quorum of at least ½ of the Officers and Directors must be present (or must vote electronically or in writing) in order for the Board of Directors to conduct business. All business of the Board of Directors will be conducted in accordance with relevant sections of the bylaws or if the bylaws are silent, in accordance with the relevant sections of the current edition of Robert’s Rules of Order.
ARTICLE VI: COMMITTEES
Section 1: The organization will have the following standing committees: Endorsement, Nominating, Finance, Membership and Bylaws Committees.
Section 2: Committee members and a chair of each committee will be appointed by the President, with the advice and consent of the Board of Directors, by the time of the first meeting of the Board of Directors of each fiscal year. In appointing committee members and chairs, there should be appropriate consideration of balance, including geographic balance, balance on affirmative action grounds, and balance with respect to other appropriate concerns.
Section 3: Each committee will have at least 3 members and will act by simple majority. In cases of committees with an even number of members, one more than half of the committee members must vote for a measure for it to win committee approval.
Section 4: The organization may establish other committees by one of two means: (1) standing committees may be established by majority vote of a quorum of voting members at a meeting of the organization or by a majority vote of the Board of Directors; and (2) ad hoc committees may be established by the President or a majority of the Board of Directors either for a determinate period of time or until completion of a specific task or project.
Section 5: All business of committees will be conducted in accordance with relevant sections of the bylaws or if the bylaws are silent, in accordance with the relevant sections of the current edition of Robert’s Rules of Order.
Section 6: Committee meetings may be called by the chair of the committee or by a majority of the members of the committee.
Section 7: The Endorsement Committee will prepare a plan for the format, process and date(s) for endorsement meetings and voting at such meetings, which must meet the requirements included in Article VIII herein, and those included elsewhere in these Bylaws, and will assist the President in conducting such meetings and votes.
Section 8: The Nominating Committee will seek names of members interested in serving as Officers and Directors, will become familiar with the background and qualifications of such persons, and will present a slate of one person for each Officer and Director position, which slate will be balanced as much as possible, both geographically within the boundaries of the organization, and with regard to affirmative action standards.
Section 9: The Finance Committee will review the financial records of the organization, at least once a quarter, including the bank statements and cancelled checks, and will work with the Treasurer to prepare a financial statement for presentation to the membership at least once a year, at the annual meeting of the members. The Treasurer will be an ex officio, nonvoting member of the Finance Committee.
Section 10: The Membership Committee will review the membership list of the organization kept by the Treasurer, and will contact those members who are not current with their dues and ask them to renew their membership, and will work to increase the membership in such other ways as they think are appropriate. The Membership Committee will also assist the Treasurer in determining which members are voting members and which are nonvoting members.
Section 11: The Bylaws Committee will annually review these Bylaws to determine if the organization is operating within them, and if it is not, will recommend appropriate changes either to the Bylaws or to the operations of the organization. It will also review any proposed amendments to the Bylaws prior to a vote by the membership on such changes, and will make a recommendation for or against such changes. This committee will also discuss and recommend a challenge or appeal process, for those whose membership is challenged.
ARTICLE VII: FUNDS AND EXPENDITURES
Section 1: Funds will be held by the Treasurer in a banking or savings account opened in the name of North by Northwest Democrats. Alternatively, group money may be kept in an account held by the Travis County Democratic Party, provided that North by Northwest Democrats’ funds are separately accounted for, and are not used without the approval of the membership as provided herein. Checks must be co-signed by any two Officers.
Section 2: No financial support will be given to any candidate, program or position unless and until this organization forms a Political Action Committee in conformity with Texas and/or federal law.
Section 3: Financial support may be provided to the Travis County Democratic Party or the Texas Democratic Party in order to support their activities, if approved by the membership.
Section 4: Expenditures of $100.00 or more will require the approval of a majority of the members of the organization at a duly called meeting. Expenditures under $100.00 can be approved by the Board of Directors, and must be reported to the membership at the next meeting. Expenses of under $100.00 by the Secretary for materials and postage to notify members of upcoming meetings are considered pre authorized, and may be paid or reimbursed with the presentation of a receipt to the Treasurer.
Section 5: Abuse of Article VII Section 4 by any Officers or Directors is an offense for which removal is appropriate.
Section 6: The Finance Committee will regularly review the financial records of the organization, and will work with the Treasurer to prepare a financial statement for presentation to the membership at least once a year, at the annual meeting of the members.
ARTICLE VIII: ENDORSEMENTS
Section 1: It will be a primary function of this organization to pursue the goals and purposes outlined in these Bylaws by the judicious use of public endorsements.
Section 2: By “endorsement” is meant any public expression of this organization’s preference for a candidate, program or position on an issue.
Section 3: Endorsements may be considered only at a regular meeting or special meeting duly called for endorsement of candidate(s), program(s) or position(s) on one or more issues.
Section 4: The endorsement process will be structured to provide for instant runoffs, with the following percentage requirements. In any race in which there are two Democratic candidates, if one candidate receives 60% of the vote, that candidate will be endorsed; if not, there will be no endorsement. In any race in which there are more than two candidates in the race, and no candidate receives 60 percent of the vote on a first ballot, there will be a second round of voting between the two candidates who received the most votes, and the candidate receiving 60 percent or greater of the ballots cast in the second round will win. If there are more than two candidates in a race, and neither of the top two candidates receives 60 percent of the ballots or more on the second round of voting, the organization may bestow a dual endorsement of the top two candidates, by a majority vote, after a duly-seconded motion of a voting member.
Section 5: The Endorsement Committee will be charged with the responsibility of deciding the format and process for each endorsement meeting, which must meet the requirements included in this Article and elsewhere in these Bylaws. That process will include secret ballot voting, with votes to be tabulated by members chosen by the incumbent President from those members attending the election, none of whom may be candidates.
Section 6: In general elections in which a Democratic candidate is on the ballot, the organization will endorse the Democratic candidate or choose “No Endorsement”. However, in races with no Democratic candidate, the organization is free to endorse whichever candidate the majority of the members support.
Section 7: Once endorsements have been made, it will be the responsibility of the Board of Directors to ensure that announcement of the endorsements is made through all available media. Endorsements made by this organization of candidates who are in a run-off election will continue in effect. Should any endorsed candidate not make a run-off election, the endorsement meeting for the run-off election will be held during the next regularly scheduled membership meeting following the election for which the run-off is called, or at a special meeting called in accordance with these Bylaws for that purpose.
Section 8: No Officer, Director or other member of this organization will publicly endorse a candidate on behalf of this organization if this organization has not voted, as provided herein, to endorse that candidate. Any Officer or Director endorsing a candidate who has not been endorsed by the organization will make it clear that his or her endorsement is not that of the North by Northwest Democrats. Violation of this section will constitute grounds for removal.
ARTICLE IX: BYLAWS AMENDMENTS
Section 1: Amendments to these bylaws may be effected by affirmative vote of 2/3 of the voting members present at a duly called meeting, after consideration by the Bylaws Committee.
Section 2: Amendments to these bylaws may not be considered at a meeting unless the Bylaws Committee has considered the amendments and the membership has been notified of the proposed amendment(s) not less than 15 days prior to the meeting, by email or, if the organization does not have an email address, by mail.
ARTICLE X: MISCELLANEOUS
Section 1: FISCAL YEAR. The fiscal year will begin on September 1 of each year.
Section 2: NOTICES. All notices required by these bylaws may be sent by email for those members who provide email addresses at the time they join the organization, and by mail for those members who do not provide email addresses at the time they join the organization or thereafter. Members are responsible for keeping the Secretary informed of their correct address and email address, if any.
Section 3: MEMBERSHIP LIST. Any use or dissemination of the membership list of this organization by anyone other than the Officers, Directors, Finance Committee or Membership Committee for anything other than the purposes set out herein, will require a vote of the membership.
Section 4: DISSOLUTION. Upon dissolution of the organization or inactivity for a period of three months or more, the organization’s funds and other assets, if any, will be given to the Travis County Democratic Party.
Adopted by affirmative vote of 2/3 of the voting members at a duly noticed meeting of the members of NxNW Democrats the 19th day of June, 2006.
Amended (Art. V, Sec. 1) by affirmative vote of 2/3 of the voting members at a duly noticed meeting of the members of NxNW Democrats the 18th day of September, 2006.
Amended (Art. V, Secs. 1, 8, and 11) by unanimous affirmative vote of the voting members at a duly noticed meeting of the members of NxNW Democrats the 20th day of August, 2007.