By-Laws

BYLAWS OF MONTGOMERY COUNTY WOMEN’S DEMOCRATIC CLUB

Adopted as of June 30, 2024

ARTICLE I
NAME AND PURPOSES

Section 1.01 Name: The name of the Corporation is Montgomery County Women’s Democratic Club (the “Club”).

Section 1.02 Purposes: The Club is incorporated in the District of Columbia and shall operate as a Maryland political club for the purposes stated in the Articles of Incorporation, including to support the election of Democrats to public office; to support and advocate for Democratic programs, issues, and values; and to educate all voters on local, state, and national issues of importance to Democrats, with a special focus on issues that disproportionately affect women and their families.

ARTICLE II
MEMBERS

Section 2.01 Qualifications: Individuals eligible for membership will be Democratic voters who pay annual dues and are accepted into the membership by the Board of Directors of the Club.

Section 2.02 Dues: The Board of Directors shall set the amount of annual dues. Changes in the dues amount shall require a vote by the general membership following approval by the Board of Directors.

Section 2.03 Annual Meeting: An annual meeting of the members shall be held for the transaction of Club business in May or June of each year, and for the election of Officers during the annual meeting taking place in odd-numbered years.

Section 2.04 Special Meetings: Special meetings may be called by the President, the Secretary, or a majority of the Board. Special meetings may also be convened by members by making a request to the Board of Directors with at least 25% of member co-signatures.

Section 2.05 Place and Time of Meetings: Meetings of members shall be held at any location determined by the President or Board. Meetings of the membership may be held virtually or in person provided the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.

Section 2.06 Notice of Annual and Special Meetings: Written or printed notice stating the place, day, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be posted not less than ten (10) nor more than sixty (60) days before the date of the meeting to each member entitled to vote at such meeting.

Section 2.07 Quorum: Twenty-five (25) members, present virtually and/or in person, shall constitute a quorum at a meeting of members for the transaction of any business. The members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a meeting cannot be organized because the quorum requirement was not met, those present may adjourn the meeting until a subsequent meeting at which a quorum is present, when any business may be transacted that may have been transacted at the meeting as originally called.

Section 2.08 Proxies: No member, officer, or director may vote by proxy.

Section 2.09 Vote: Each member shall have one (1) vote. Whenever any Club action is to be taken by vote of the members, it shall, except as otherwise required by law, the Articles of Incorporation, or these Bylaws, be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon.

Section 2.10 Vote by Ballot: Any action that may be taken at an annual, regular, or special meeting of the members may be taken without a meeting if the Club delivers a ballot to every member entitled to vote on the matter. A ballot shall set forth each proposed action; provide an opportunity to vote for, or withhold a vote for, each candidate for election as an officer; and provide an opportunity to vote for or against each other proposed action.

Section 2.11 Presiding Officer and Secretary: At any meeting of the members, if neither the President, nor 1st Vice-President, nor a person designated by the Board to preside shall be present, the members present shall appoint a presiding officer for the meeting.

ARTICLE III
OFFICERS

Section 3.01 Officers: The officers of the Corporation shall be a President, a 1st Vice President, a 2nd Vice President, a 3rd Vice President, a Secretary, and a Treasurer.

Section 3.02 Election of Officers; Terms of Office: Officers shall serve terms of two (2) years and shall be elected by the members at the Annual Meeting of each odd-numbered year. The terms of office shall expire at the next succeeding odd-year Annual Meeting or until an officer’s successor has been elected and qualified. Officers shall be eligible for reelection.

Section 3.03 Prohibitions: No member elected to office in a primary or general election may be an officer of the Club. The President shall not take part in any activity on behalf of a candidate or faction in a pre-primary or primary contest. Neither the Club nor the President shall endorse any candidate in a contested Democratic primary; no such prohibition applies to other officers or Board members in their individual capacity.

Section 3.04 Powers and Duties of Officers: The officers shall have such authority and shall perform such duties as may be provided in these Bylaws or by resolution of the Board.

President: The President shall preside at all meetings of the Membership, the  Board of Directors, and the Executive Committee. The President shall appoint all chairpersons or co-chairpersons of committees and shall be an ex-officio member of such committees except for the Nominating Committee. The President shall perform all other duties as the Board of Directors deems necessary to carry on  functions appropriate to this club. If the President is absent, the 1st Vice President shall take over the duties of the President.

Vice Presidents: The Vice Presidents shall assist the President in carrying out Club activities. The 1st Vice President shall assume the office of President in the President’s absence.

Secretary: The Secretary shall be responsible for keeping an accurate record of the proceedings of all meetings of the Membership, the Board of Directors, and the Executive Committee. The minutes shall be distributed to the Board prior to the next meeting. The Secretary shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and in general shall perform all duties customary to the office of Secretary.

Treasurer: The Treasurer shall be responsible for all funds of the Club. The treasurer shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Club and shall deposit or cause to be deposited all monies and other valuable property of the Club in the name and to the credit of the Club in such banks or depositories as the Board of Directors may designate. The Treasurer shall render a statement of accounts at each regular meeting of the Board of Directors. The treasurer shall at all reasonable times exhibit the books and accounts to any officer or Director of the Corporation and shall perform or delegate and supervise the performance of all other duties incident to the office of Treasurer, subject to the supervision of the Board. The Treasurer shall, if required by the Board of Directors, give such bond or security for the faithful performance of her duties as the Board may require, for which the Treasurer shall be reimbursed.

Section 3.05 Resignation: Resignations are effective upon receipt by the Secretary (or receipt by the President or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification.

Section 3.06 Removal: Any officer may be removed by a majority of the members present and voting at a meeting called for that purpose at which there is a quorum.

Section 3.07 Vacancies: If the office of President is vacated, the 1st Vice President shall become President. For all other officer positions, vacancies existing by reason of resignation, death, incapacity or removal before the expiration of a term may be filled by the President for the remainder of the unexpired term.

ARTICLE IV
BOARD OF DIRECTORS

Section 4.01 Authority of Directors: The Board of Directors (“the Board”) shall have full authority to conduct the business of the Club and to create such committees as may be necessary to carry out the functions of the Club.

Section 4.02 Number and Terms of Directors: There shall be at least thirteen (13) Directors who shall serve for terms of approximately two (2) years, which expire with the Annual Meeting of the members in each odd-numbered year, and until their successors are elected or appointed and qualified. Directors may serve sequential terms.

Section 4.03 Composition: The Board of Directors shall consist of the officers elected by the members, the immediate past President of the Club, and such Directors as the President appoints to carry out the objectives of the Club. There shall be at least seven (7) appointed Directors.

Section 4.04 Resignation and Removal: Resignations are effective upon receipt by the Secretary (or receipt by the President or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification. Directors appointed by the President may be removed by the President with or without cause. If a Director fails to attend three (3) consecutive meetings of the Board, that office may be declared vacant and filled pursuant to Section 4.05 below. At the discretion of the Board, application of this rule may be waived due to extenuating circumstances.

Section 4.05 Vacancies: Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term may be filled by the President. A Director elected to fill a vacancy shall serve for the unexpired term of her predecessor and shall hold office until a successor is elected and qualified.

Section 4.06 Meetings: The Board shall hold at least six (6) regular meetings annually. Notice of regular meetings shall be provided to Board members at least five (5) days in advance, except that the Board may set a schedule for meetings at the beginning of each one (1) year (or shorter) period and notice of that schedule shall be sufficient notice of all regularly scheduled Board meetings for that period.

Special meetings may be called by the President or by any two (2) Directors. The notice of a special meeting must precede the meeting by at least two (2) days.

Section 4.07 Waivers of Notice: Whenever notice is required to be given to any Director under any provision of law, the Articles of Incorporation, or these Bylaws, a waiver in writing signed by the Director entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. The waiver must specify the meeting for which notice is waived and must be filed with the minutes or the corporate records.

Section 4.08 Quorum and Voting: Unless a greater proportion is required by law, a quorum shall consist of a majority of the total number of Board members in office. Action may be taken based on a majority vote of the Board members present, except that in the case of a meeting with a mere quorum present, all actions shall require a majority plus one of those present.

Section 4.09 Action Without a Meeting: Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all of the Directors consent in writing including by electronic means, and the written consents are filed with the minutes of the proceedings of the Directors. Action taken under this section is effective when the last Director signs (including by electronic means). A consent signed under this section has the effect of a meeting vote.

Section 4.10 Participation in Meetings: Any or all members of the Board may participate in a meeting remotely.

Section 4.11 Inspection: Every Director shall have the right at any reasonable time to inspect and copy all books, records, and documents of this corporation.

Section 4.12 Compensation of Directors: Directors shall not be compensated for serving on the Board, but the Corporation may reimburse Directors for documented reasonable expenses incurred in the performance of their duties to the Corporation.

ARTICLE V
COMMITTEES

Section 5.01 Composition: The President may designate committees and appoint committee members. Those committees that serve at the pleasure of the President shall consist of at least two (2) individuals, including at least one Director, but who need not all be Directors.

Section 5.02 Procedures and Authority: The President shall appoint all chairpersons or co-chairpersons of Presidential Committees and shall be an ex-officio member of all Presidential Committees. For all other committees, the Board may make provisions for appointment of the committee chair, establish procedures to govern committee activities, and delegate authority as may be necessary or desirable for the efficient management of the property, affairs, and/or activities of the Club. Notwithstanding the foregoing, the sections in Articles II and IV of these Bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board apply to committees and their members as well.

Section 5.03 Executive Committee: The President, Vice Presidents, Secretary, Treasurer, and immediate past President shall comprise the Executive Committee. The Executive Committee shall have and may exercise the full authority of the Board of Directors between meetings of the Board when prompt action is necessary to avoid loss or harm to the organization and action by the full Board is impracticable, except that the Executive Committee shall not have the power to approve a dissolution or merger, or the sale of all or substantially all of the Club’s assets; remove Directors; authorize distributions; or amend the Articles of Incorporation or these Bylaws.

Section 5.04 Nominating Committee: There shall be a Nominating Committee consisting of five (5) members. Three members shall be members of the Board of Directors and two (2) shall be chosen from the general membership. The names shall be approved by the Board of Directors at the January Board meeting in an election year. The Chairperson shall be chosen by the members of the Nominating Committee. Members of the Nominating Committee are not barred from becoming officers of the Club.

The Nominating Committee shall make a written report to the general membership at least one (1) month prior to the Annual Meeting at which the election for Officers is to be held. At that meeting additional nominations may be made from the floor immediately following the report of the Nominating Committee. All candidates for office must agree to serve prior to nomination.

ARTICLE VI
INDEMNIFICATION

Section 6.01 Indemnification: Any person who was or is a director or officer of the Club or who, while a director or officer of the Club, is or was serving at the Club’s request as a director, officer, partner, trustee, employee, or agent of another entity, may be indemnified by the Club against all liabilities and expenses reasonably incurred and arising out of or in connection with any threatened, pending, or completed civil action, arbitration, mediation, administrative proceeding, criminal prosecution, and investigatory action pursuant to D.C. Code Title 29, Chapter 4, Subchapter VI, Part E.

Section 6.02 Contractual Rights of Other Persons: Nothing contained in this Article VI shall affect any right to indemnification to which persons other than directors and officers of the Club, or any subsidiary hereof, may be entitled by contract or otherwise.

Section 6.03 Insurance: The Board may authorize the purchase and maintenance of insurance on behalf of any agent of the Club against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Club would have the power to indemnify the agent against that liability under the provisions of this Article VI.

ARTICLE VII
FINANCIAL ADMINISTRATION

Section 7.01 Fiscal Year: The fiscal year of the Club shall be July 1 to June 30 but may be changed by resolution of the Board.

Section 7.02 Financial Transactions and Contracts: The President, the Treasurer, or the President’s designee from the Board, are authorized on the Corporation’s behalf to make or receive payments; to sign official documents on behalf of the Corporation; to enter into contracts; or to execute and deliver other documents and instruments.

Section 7.03 Annual Financial Statements: Complete financial statements shall be presented, reviewed, and approved by the Board after the close of each fiscal year.

ARTICLE VIII
RECORDS

Section 8.01 Recordkeeping: The Secretary, or designee, shall keep or cause to be kept adequate minutes of all Board meetings and, if requested, certain meetings of committees with Board-delegated powers. Minutes shall, at a minimum, contain (i) in general, the names of those in attendance, any resolutions passed, and the outcomes of any votes taken; (ii) with regard to potential conflicts of interest, the names of the persons who disclosed or otherwise were found to have an interest in connection with an actual or possible conflict of interest, the nature of the interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed; (iii) the names of the persons who were present for discussions and votes relating to a transaction or arrangement, the general content of the discussion, including any alternatives to the proposed transaction or arrangement if present, and a record of any votes taken in connection with the proceedings. The Corporation shall maintain and keep as permanent records the following documents: minutes of all meetings of the Members, Board, or Executive Committee; a record of all actions taken by the Members, Board, or Executive Committee without a meeting as needed; a record of all official actions taken by committees of the Board on behalf of the Club.

Section 8.02 Electronic Records and Signatures: Any requirement in these Bylaws that a notice or other record be in writing will be satisfied if the information is inscribed on a tangible medium or stored in an electronic or other medium that is retrievable in perceivable form. An electronic record will be deemed to have been signed if the person making it intends to authenticate or adopt it and attaches to or logically associates with it an electronic symbol, sound, or process.

ARTICLE IX

AMENDMENT OF BYLAWS

Section 9.01 Amendments: These Bylaws may be amended by a two-thirds (2/3) vote of the members present and voting at a membership meeting, provided that the Board of Directors has approved the amendments, and the membership has had at least two (2) weeks written notice prior to the meeting.