CONSTITUTION
FOR RUTH BADER GINSBURG DEMOCRATIC CLUB
ARTICLE I: NAME AND AFFILIATION
The name of this organization shall be the Ruth Bader Ginsburg Democratic Club (hereinafter “RBGDC” or “Club”).
It shall be and remain affiliated with the New York State Board of Elections.
ARTICLE II:PURPOSE AND MISSION
To support and elect qualified Democrats to public office who represent the interests of women across Kings County;
Increase enrollment in the Democratic Party of Brooklyn, with an eye towards women and working families, active participation in civic engagement, the political process, and community affairs;
To create and maintain democracy, integrity, accountability, transparency, and diversity within the borough of Brooklyn and the State of New York to advance these principles in our borough, state, and country.
To advocate for legislative initiatives on behalf of the members of RBGDC, and to observe, report on, make recommendations and take action with respect to legislative and executive officials;
To promote the aims and objectives of the Democratic Party, and all other worthy causes.
ARTICLE III: MEMBERSHIP
Section 1. Qualifications
Any person who agrees with the principles of the Democratic Party, is at least 16 years of age and, if 18 years or older, is an enrolled Democratic voter in New York State shall be eligible for membership.
Section 2. Membership
(a) Acceptance of Membership: Any person eligible for membership shall become a member after receipt by the Treasurer of the Club of such person's completed membership application and dues.
(b) Members in Good Standing: A member shall be considered in good standing three (3) months after receipt of a membership application and dues, except that members will be considered in good standing immediately during fiscal year 2021 provided the Treasurer is in receipt of the member’s dues on or before October 1, 2021. A member who has not renewed his/her dues within 90 days from the renewal due date shall be a lapsed member and not be considered a member in good standing until paid in full, unless said member’s dues are not paid by such member for more than one year after due, in which case upon payment of dues after said one year said member shall be considered a new member within three (3) months of application submission and payment as set forth herein.
Payment within 90 days even at a meeting at which a vote will be taken shall qualify such Member to vote at such meeting.
Section 3. Membership Categories
There shall be two classes of membership: County Membership and General Membership (together, “Membership”), as follows:
(a) County Members in good standing shall enjoy all the rights and privileges of membership, including but not limited to the right to hold office and vote pursuant to these By-laws. For votes to determine Club Officers, Executive Committee Members, By-Law changes, or endorsements, County members votes shall count as two (2) votes. County Members are those members who have a primary residence and are registered to vote in Kings County.
(b) General Members in good standing shall enjoy all the rights and privileges of membership, including but not limited to the right to hold office and vote, however for the purposes of voting to determine Club Officers, Executive Committee Members, By-Law changes, or endorsements, County members votes shall count as one (1) vote.
Section 4. Fiscal year
The membership year of RBGDC shall begin on January 1st and end on December 31st of that year. Except that those members who have paid dues on or before October 1, 2021 shall be considered in good standing through December 31, 2022.
Section 5. Dues
The Executive Committee shall determine the annual dues for the membership. Dues shall be payable annually on the date of the Annual Meeting of RBGDC, however, a person who becomes a new member after the first day of October in any year shall remain a member in good standing for the next succeeding calendar year without the payment of additional dues.
ARTICLE IV: MEMBERSHIP MEETINGS
Section 1. Annual Meetings
The Annual Meeting of the Ruth Bader Ginsburg Democratic Club shall be held during the month of January each year. The Annual Meeting shall be for the purpose of the election of Officers, Members to the Executive Committee, and to transact such other and further business as is properly brought before the Ruth Bader Ginsburg Democratic Club. The Executive Committee or the Chair is authorized to call the Annual Meeting.
Section 2. Membership Meetings
Meetings of the Ruth Bader Ginsburg Democratic Club shall be held once a month, on dates fixed by the Executive Committee. Additional meetings may be called at other times upon notice to the membership of no less than 5 days if called by the Chair, or a majority of the Executive Committee. All notice times shall be measured from the date of sending which shall include by regular mail or email.
Section 3. Quorum
Fifteen percent (15%) of the membership or twenty (20) members, whichever is fewer, shall constitute a quorum.
Section 4. Voting
A member in good standing shall be entitled to vote, which must be cast in person. A Member in good standing shall designate a proxy at least two (2) weeks in advance of all meetings at which a vote of the membership shall be cast. Proxy votes must be submitted in writing to the Chair by mail or e-mail. In the event that a member does not declare a proxy for a meeting at which the member will not be present, the proxy vote for said member shall automatically revert to the Chair. All questions shall be decided by a majority of those voting as long as a quorum is established, as directed by these By-laws. All procedural questions shall be decided by a vote as determined by Roberts Rules of Order Newly Revised.
Section 5. Agenda
At the discretion of the Chair, the Vice Chair shall prepare an agenda for each meeting, which shall list all categories of business to be transacted at said meeting.
ARTICLE V: COMMITTEES
Section 1.
Standing committees may be established or dissolved by motion at a general members meeting, or by a two-thirds (⅔) vote of the executive committee.
The Chair or executive committee may create special committees as needed to carry out any objective not within the function of any standing committee.
ARTICLE VI : EXECUTIVE COMMITTEE
Section 1. Functions and Composition
The Executive Committee shall be the administrative and governing body of RBGDC. It shall direct and supervise the policies of the Club and have the power to make rules and regulations consistent with these By-laws. Any position of the Club involving a question of political action shall be presented to the Members for discussion and recommendation at a membership meeting. All questions of political action taken by the Club shall be decided by a majority of the Executive Committee at a regularly scheduled Executive Committee meeting. Should time constraints arise, the Executive Committee shall have the authority to take a position on behalf of the Club on a political issue provided said position is not inconsistent with a previous position of the Club and provided that said position is presented to the general membership at the next meeting of the Club for ratification by the Members.
The Officers of the Club shall constitute the Executive Committee. These officers shall consist of a Chair, Vice Chair of Communications, Vice Chair of Strategy, Vice Chair of Community Affairs, Corresponding Secretary, and Treasurer.
Section 2. Qualifications
Any member of RBGDC in good standing shall be eligible to serve on the Executive Committee.
Section 3. Meetings
The Chair, in consultation with the Executive Committee, shall call a meeting of the Executive Committee no less than six (6) times per year. Notice of each meeting shall be given in writing or e-mail to all members of the Executive Committee no less than eight (8) days prior to a meeting unless all Executive Committee members are notified of a meeting and waive such minimum notice.
Section 4. Special meetings
The Chair, on at least twenty-four (24) hours' notice, may call a special meeting of the Executive Committee. A special meeting may also be called by written petition to the Chair signed by at least four (4) members of the Executive Committee provided such petition states the purpose of the meeting, unless as unanimously agreed by all Executive members in advance of such meeting. Such purpose shall constitute the only business to be transacted at the special meeting.
Section 5. Agenda
The Chair shall prepare an agenda for each meeting of the Executive Committee, which shall include all business to be transacted. Items may be placed on the agenda by the Chair or by any member of the Executive Committee. Items not on the agenda shall be presented for inclusion on the agenda at the discretion of the Chair at the opening of the meeting.
Section 6. Quorum
Four (4) members of the Executive Committee shall constitute a quorum for the transaction of business.
Section 7. Voting
Each member of the Executive Committee, except as otherwise provided in these By-laws shall have one (1) vote which must be cast in person, except that the Chair shall have two (2). Unless otherwise specified in these bylaws, action shall be taken by a majority of those voting. In the case of a tie the Chair, or a Vice Chair previously designated by the Chair if the Chair is not present, shall be authorized to cast an additional vote in order to break the tie and decide the question. All other procedural questions shall be decided by a vote as determined by Roberts Rules of Order Newly Revised.
Section 8. Tenure
Members of the Executive Committee shall serve for a term of two (2) years. A member of the Executive Committee shall automatically cease to be a member upon three (3) consecutive absences from Executive Committee meetings, unless excused for good cause unanimously by the Executive Committee or the Chair.
Section 9. Vacancies
Vacancies on the Executive Committee shall be filled in the interim by the Chair, and shall be ratified for the unexpired term by a majority of the votes cast of the entire Executive Committee upon the next scheduled Executive Committee Meeting.
Section 10. Removal from Office
Any member of the Executive Committee may be removed from office for conduct contrary to the best interests of Ruth Bader Ginsburg Democratic Club in accordance with the provisions set forth in these bylaws relating to expulsion of members. A vote of a 2/3 majority Executive Committee Members is needed to remove an Officer from office. This removal must be ratified by General Membership.
ARTICLE VII: ELECTION OF OFFICERS
Section 1.
The officers shall be a Chair, Vice Chair, Secretary, and Treasurer. All officers shall be elected as hereinafter prescribed for a term of two (2) years, commencing with the 2021 election, to hold office until their respective successors shall have been duly elected and installed.
Section 2. Time
Officers and members of the Executive Committee shall be elected at the Annual Meeting and assume office upon election at said meeting.
Section 3. Nominating Committee
At a General Membership Meeting held two meetings prior to the Annual Meeting, a Nominating Committee of five (5) voting Members in good standing shall be named by the Chair. Nominating Committee members shall not be eligible to run for office as Officers or Executive Committee members. Those Members in good standing who are interested in running for office should submit their names to the chairperson of the Nominating Committee to be listed as a candidate on the ballot. The Club Chair shall appoint the Nominating Committee chair. They shall meet to establish procedures and then recommend candidate(s) for each elective office. A copy of the report of the Nominating Committee, signed by the chairperson setting forth the names of all candidates nominated who have accepted the nomination and agreed to, if elected, carry out the responsibilities of the office for which he or she is nominated pursuant to these By-laws shall be sent via mail or email to each member of the Ruth Bader Ginsburg Democratic Club at least one (1) week prior to the general membership meeting before the Annual Meeting. At the General Membership Meeting prior to the Annual Meeting, the Nominating Committee shall present its nominations. At that time, nominations shall be accepted from the floor, for all positions, which nomination requires a second member’s stated support.
Section 3. Voting Procedure
Voting shall only be conducted in person by secret ballot. There shall be a separate vote for each office in the order listed in these By-laws. A majority of the votes cast shall be required for election. If no Member receives a majority on the first ballot, additional ballots shall be cast for the candidates having the two highest numbers of votes until one candidate obtains a majority. Notwithstanding the process set forth herein, if for any reason, no person has been nominated for a position or a person earlier nominated has withdrawn, the Chair shall appoint a Member in Good Standing to the office.
Section 4. Members Eligible to Vote
All Members in good standing shall be entitled to vote. Subject to the terms of these By-laws as set forth above, dues in arrears must be cured for a Member to be eligible to vote.
ARTICLE VIII: DUTIES OF OFFICERS
Section 1. The Ruth Bader Ginsburg Democratic Club shall have the following Officers and whose duties shall be as follows:
Chair: The Chair shall be the official representative of RBGDC and shall preside at all meetings of RBGDC and the Executive Committee. The Chair shall submit a report to the membership at each meeting of Bay Ridge Democrats on the status and activities of the Club and shall perform such other duties as the Executive Committee may direct. The Chair shall be responsible for organizing all aspects of the candidate endorsement process. This shall include researching all open political offices, locating and inviting all Democratic candidates seeking the Clubs’ endorsement to appear before the Executive Committee as advisable and the General Membership. The Chair shall be an ex-officio member of all standing and special committees.
Vice Chair of Strategy: The Vice Chair of Strategy shall oversee the development of RBGDC’s public positions on community and political issues. With the Chair, the Vice Chair of Strategy shall be responsible for the smooth and efficient operation of the Club, and assist the Treasurer and Secretary to ensure all membership procedures and records are clear, accurate, property maintained. The Vice Chair of Strategy shall be the coordinator of the petitioning process for RBGDC and their endorsed candidates. In addition, the Vice Chair of Strategy, in conjunction with the Vice Chair of Communications and Vice Chair of Community Affairs, shall be responsible for Ruth Bader Ginsburg Democratic Club’s fundraising events.
Vice Chair of Communications: The Vice Chair of Communications shall oversee all correspondence on behalf of RBGDC. The Vice Chair of Communications will maintain and manage the social media accounts, correspondence, and public relations of the Club. In addition, the Vice Chair of Communications will advise the Chair of ongoing outreach initiatives, work to expand the presence of the Club borough wide, correspond with the county, state, and federal party, and other clubs. The Vice Chair of Communications shall also, in conjunction with the Vice Chair of Strategy and Vice Chair of Community Affairs, be responsible for Ruth Bader Ginsburg Democratic Club’s fundraising events.
Vice Chair of Community Affairs: The Vice Chair of Community Affairs shall coordinate all club meetings. The Vice Chair of Community Affairs shall secure the location of all club meetings, including but not limited to Executive Committee Meetings and the Annual Meeting, at the dates and times as directed by the Chair and these by-laws. The Vice Chair of Community Affairs shall further be the Board Member who, in collaboration with the Chair, organizes and provides resources for all community, civic engagement, and club sponsored events. The Vice Chair of Community Affairs will advise the Chair regularly on the progress of event organization, fundraising, and community outreach. The Vice Chair of Community Affairs shall, in conjunction with the Vice Chair of Strategy and Vice Chair of Communications, be responsible for the Ruth Bader Ginsburg Democratic Club’s fundraising events.
Vice Chair of Youth Outreach: The Vice Chair of Youth Outreach shall coordinate the Club’s efforts to engage youth volunteers and members, and shall further promote the Club’s ideals, messages, and goals among its young members and prospective members. The Vice Chair of Youth Outreach shall regularly advise the Chair of the status of youth engagement and youth member retention. The Vice Chair of Youth Outreach shall organize, manage, advertise, and promote events and meetings to attract and retain youth members.
Corresponding Secretary: The Corresponding Secretary shall keep the records of RBGDC and manage official documents. The Secretary will make available copies of the minutes to all Members upon written request. The Secretary will maintain the record books that contain the Articles of Incorporation and Bylaws, rules of order, and previous meeting's minutes along with any amendments to these documents and shall have these record books available for review at the request of any Member and such other additional records as the Chair or the Executive Committee may direct. The Corresponding Secretary shall, in conjunction with the Vice Chair of Communications, create and disburse press releases, advertisements, and correspondence on behalf of the Club. The Secretary shall prepare and mail notices as the Chair may direct.
Treasurer: The Treasurer shall be responsible for all financial affairs and funds of the Club, maintain a current record of all income and expenditures and shall be the one of the signatories on the Club checking account and shall be the custodian of any debit card used in connection with any Club account. The Treasurer shall adhere to and implement all financial procedures established by the Club and prepare and present a written report of all transactions at each Executive Committee and Membership meeting. Said report shall include income, refunds, reimbursements and other expenditures, and opening and closing balances for the reporting period. The Treasurer shall also prepare an annual financial report and shall make all books and financial records available for review by any Member upon request, or in the event of an audit is directed by the Executive Committee or the Membership. The Treasurer shall prepare a budget to present to the Executive Committee no less than annually, which budget shall then be presented to the General Membership for discussion and recommendation at the Annual Meeting, to be ratified, and, in the event of a failure of 2/3rds of the Executive Committee providing consensus, modification, by the Executive Committee at the Executive Committee meeting immediately following the Annual Meeting. The Treasurer shall assist with the transfer of all Club records to the incoming Treasurer upon election of a new Treasurer.
No Officer including the Treasurer shall be authorized to expend or authorize the Club to be obligated to expend in excess of the sum of $500, without authorization of the Executive Committee, unless such authorization is pre-approved by the Membership, Executive Committee, or part of the annual budget.
ARTICLE IX: MISCELLANEOUS PROVISIONS AND DEFINITIONS
Section 1.
Robert's Rules of Order, Newly Revised, shall be the guide in all cases to which they are applicable and in which they are not inconsistent with these by-laws.
Section 2.
Except to the extent specified in these by-laws no officer shall have the power to act as agent for or otherwise bind the Club in any way whatsoever. No member or group of members or other person or persons shall have the power to act on behalf of or otherwise bind the Club except to the extent specifically authorized in writing by the Chair or Executive Committee.
Section 3.
The executive committee shall determine which officers are authorized as agents on behalf of the Club and for what specific purposes.
Section 4.
The provisions of these by-laws shall be liberally construed, except where the contrary is specifically enjoined. They shall be interpreted in a manner designed to fully protect the fundamental rights of the membership.
ARTICLE XII: ENDORSEMENT OF CANDIDATES
Section 1. Endorsement Procedure
The Chair shall make a reasonable attempt to contact any and all potential Democratic candidates for public office, which shall include Democratic party office (i.e. State Committeepersons) prior to any meeting at which an endorsement vote will take place prior to an upcoming Primary and/or General Election. To the extent reasonably possible, all enrolled Democratic candidates shall be invited to a meeting of the Club to address the membership with the goal that all candidates for office shall be given equal access to the Membership. A "no-show" or belated appearance by a candidate shall not disqualify a candidate from receiving the endorsement of the Club. Following all timely presentations by candidates for office, the Membership shall meet in a closed door session to discuss and recommend its vote for endorsement for each position to be ratified or modified by the Executive Committee. When voting, the Membership will have the option of endorsing a candidate or to vote “No Endorsement.” The candidate who obtains a majority of the membership votes cast shall be recommended to the Executive Committee for the endorsement of Ruth Bader Ginsburg Democratic Club. If no candidate receives a majority of the votes on the first ballot, additional ballots shall be cast for the candidates having the two (2) highest number of votes until one candidate receives a majority of the membership votes.
Section 2. Withdrawal of Endorsement of Candidates for Public Office
Withdrawal of support or endorsement of a candidate for public or party office may be proposed by the Executive Committee or by written petition of thirty (30) Members or thirty percent (30%) of the membership, whichever is less submitted to the Chair. Such a proposal shall be included in the meeting notice at which a vote on the matter will take place and shall be placed upon the agenda of such meeting. Such withdrawal shall take effect upon a two-thirds (2/3) vote of the membership voting and a two-thirds (2/3) vote of the Executive Committee. Notice of withdrawal of an endorsement shall be given to a candidate and such notice shall inform the candidate that he or she is no longer authorized to represent that the Club supports or endorses him or her.
ARTICLE XIII: PUBLIC STATEMENTS, USE OF ORGANIZATION NAME, EXPULSION, MAILING
Section 1. Use of Ruth Bader Ginsburg Democratic Club Name, Corporate Name or Logo
No Member, other than a person duly designated by the Chair or the Executive Committee shall give, issue or cause to be issued to the press or the public, any statement, interview or report purporting to commit or define RBGDC’s position on any matter nor otherwise use the Club’s Name, Corporate Name, or logo in an unauthorized manner. A Member may not use his or her position in the Club to indicate or give the impression of official sanction by RBGDC or the support of RBGDC of any statement, action or candidate without prior approval of the Executive Committee or as delegated by the Chair. Notwithstanding the foregoing, no Officer, Executive Committee member or Member may publicly use his or her title or position to purport to represent or represent the Club in a manner that is contrary to the views or inconsistent with the policy or position of the Club, with respect to any matter. Violation of the provisions of this Article shall be deemed conduct contrary to the best interests of Ruth Bader Ginsburg Democratic Club.
Section 2. Expulsion
After an open hearing, held as herein provided, the Executive Committee, may, by a vote of four-fifths (4/5) of its Membership, decide to expel any member of Ruth Bader Ginsburg Democratic Club for any conduct which, in its opinion, shall be contrary to the best interests of Ruth Bader Ginsburg Democratic Club. An expulsion hearing shall be held upon a written petition for such hearing is submitted to the Chair, stating the conduct allegedly constituting the grounds for expulsion, signed by a 2/3 vote of the members of the Executive Committee. After such petition has been submitted to the Chair, he or she shall direct the Secretary to notify the member concerned by mail or email of the date, time and place of the hearing, which the Chair shall have fixed for a date not less than two (2) weeks after the mailing of such notice. The notice shall include the Member's right to be present for the charges against him or her, a copy of the petition, the right for the person so charged to make a statement in person or in writing at such hearing, to cross-examine witnesses in support of such petition and of the right to present evidence and witnesses on his or her own behalf. After such hearing, the Secretary shall notify the Member of the decision of the Executive Committee by mail or email. If the Executive Committee votes to expel a Member, the decision may be appealed by the Member at the next general membership meeting of the Club falling on a date at least two (2) weeks after the date of the mailing. The Member shall notify the Chair and the Secretary in writing of his/her intention to make such an appeal. If such an appeal is taken, the decision of the Executive Committee shall be deemed suspended until the vote of the Membership on the appeal is announced. The decision of the Executive Committee shall become final unless reversed by a vote of two-thirds (2/3) of the Members voting at a general meeting. Any vote required by this section shall be taken by secret ballot. An expelled Member shall not be eligible to apply for Membership in Ruth Bader Ginsburg Democratic Club for a period of four (4) years following the expulsion.
Section 3. Mailing Facilities
The mailing facilities and email of Ruth Bader Ginsburg Democratic Club shall be used only as authorized by the Executive Committee, or as provided by these By laws, except that the Chair may authorize the use of mailing facilities for
Notices of meetings, newsletters or other mailings relating to the internal affairs of the Ruth Bader Ginsburg Democratic Club,
Mailings relating to a candidate for public office or party office, provided that the content of the mailing is consistent with the nature of the endorsement, and
Communications regarding any matter consistent with the purposes or positions of the Club.
Section 4. Membership List
The Membership list shall be equally available to candidates for any elective position in Ruth Bader Ginsburg Democratic Club and to candidates seeking the endorsement of the Ruth Bader Ginsburg Democratic Club. If a Member requests that his or her information not be disclosed to candidates generally, that Member must notify the Secretary in writing and following such notification his or her information shall not be disseminated by the Club.
ARTICLE XIV: AMENDMENTS AND EFFECTIVE DATES
Section 1.
Amendments to these By-laws may be proposed by the Executive Committee and submitted to the Chair. Any amendment so proposed must be approved by two-thirds (2/3)of the Members voting at a meeting and two-thirds (2/3) of the Executive Committee. The change to be effected by such proposed amendment must be included in the notice of such meeting. All amendments will be noted in By-laws by date at the end of each amended article.
Section 2.
These by-laws and any of its amendments shall become effective upon the written acknowledgement by the Chair. The Chair must provide such written acknowledgement within fourteen (14) days of passage of the amendment, unless giving good cause in writing in place of such acknowledgement. Such cause shall be voted on by the Executive Committee within fourteen (14) days of receipt of such writing.