METROPOLITAN DEMOCRATIC CLUB of SEATTLE

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MDC Bylaws

BYLAWS OF THE METROPOLITAN DEMOCRATIC CLUB OF SEATTLE
[Adopted December 7, 2005; Revised October 8, 2008; January 27, 2010;
August 11, 2010; May 18, 2011]


Article 1 Name, Mission and Great Seal

1.1 Name
The name of the organization is the Metropolitan Democratic Club of Seattle, hereinafter referred to as the MDC.

1.2 Mission
The MDC promotes good government through educational programming, social discourse and support for progressive public policy, candidates and campaigns.

1.3 Great Seal
The Great Seal of the MDC depicts a woolly mammoth, hind legs buckled, and a donkey, hind legs kicking.

Article 2 Membership

2.1 Classes of Membership
There are two classes of MDC membership: dues-paying members and lifetime honored members. Dues-paying members are those who are current in their dues, and lifetime honored members are those who have been elected to that status by the MDC Board and are no longer required to pay dues. Members of either class may serve on the MDC Board.

2.2 Membership Dues
Annual membership dues are set by the MDC Board. To be eligible to vote on endorsements, elections and other club business, members must be current in their dues at the time of the vote and paid in full by 30 days prior to the vote.

2.3 Expiration of Membership
The MDC shall make a reasonable, good faith effort to retain members, contacting them by appropriate means before their memberships expire.

Article 3 Meetings

3.1 Regular Meetings
Regular MDC meetings are held at noon in downtown Seattle on the second and fourth Wednesdays of each month, except for November and December, when only one meeting per month is scheduled. At regular meetings, open to all members and guests, minutes are taken and club business is conducted by the membership and the board. A quorum is required for board action but not for action by the membership at regular meetings, and a simple majority of members voting is sufficient to validate a vote.

3.2 Annual Meetings
There shall be an annual meeting of the MDC each June at a time and place determined by the board. Written notice of the annual meeting shall be provided to all members no
fewer than 10 days before the meeting. At the annual meeting, minutes shall be taken, and board directors shall be elected by the membership as their two-year staggered terms
expire. A quorum at the annual meeting shall consist of 20 percent of the total membership, and a simple majority of those voting is sufficient to validate a vote.

3.3 Special Meetings
Special meetings of the membership or the board may be called by the MDC Executive Committee, 20 percent of the membership or 25 percent of the board on short notice, by telephone or email as circumstances warrant. At special meetings, minutes shall be taken, and voting requirements for regular meetings shall apply.

Article 4 Board of Directors

4.1 Purpose and Function
The purpose and function of the board of directors is to manage the affairs of the MDC. The board may conduct its business at regular meetings, annual meetings, special meetings or between meetings by email.

4.2 Number and Term
There shall be between 15 and 29 board directors elected from the membership to serve two-year staggered terms. Election of directors is by the membership and takes place at the annual meeting.

4.3 Roles and Responsibilities
Board directors shall elect and serve as officers of the MDC; elect lifetime honored members; direct, oversee and serve on committees; plan and conduct the annual meeting; adopt the annual budget; approve unbudgeted expenditures in excess of $100 or budgeted expenditures that exceed the allocated amount by more than 10 percent; set dues, stipends, admission and suggested donations for special events; make strategic decisions
and establish policies appropriate to the mission; recruit and provide orientation to new board members; represent the club at MDC and community events and otherwise participate in the activities of the club.

4.4 Attendance
Board directors are expected to attend MDC meetings regularly, with the exception of public officeholders whose schedules prevent regular attendance.

4.5 Quorum
A quorum of the board consists of 25 percent of the total number of directors.

4.6 Vacancies
The MDC membership may fill vacancies on the board at any time throughout the year. Directors elected at times of the year other than the annual meeting must stand for reelection at the annual meeting when the term they are serving expires.

4.7 Officers
In September of odd-numbered years, the board shall elect a president, a vice president, a secretary and a treasurer to serve two-year terms beginning immediately upon certification of election. Only board directors are eligible to serve as officers of the MDC, and officers must remain directors throughout their terms of office by standing for reelection to the board when their board terms expire. Officers not reelected to the board must resign their office. The board may fill a vacancy in any office at any time throughout the year.

4.8 Removal of Directors and Officers
The board may terminate the status of a director or officer at any time by a two-thirds majority vote of the full board for failure to adequately perform their pertinent roles and responsibilities, for chronic absenteeism or for conduct deemed injurious to the MDC.

Article 5 Administrative Functions

5.1 Committees
All MDC committees shall keep minutes of their meetings, available to all MDC members for review, and all committee meetings shall be open to all MDC members.

5.2 Executive Committee
The Executive Committee shall consist of six permanent members, five of them voting and one of them non-voting. The voting members shall be the president, the vice
president, the secretary, the treasurer, and the immediate past president; and the non-voting member shall be the newsletter editor. The permanent members may appoint additional non-voting members to serve at large, e.g., chairs of other committees, the administrative assistant, etc. The Executive Committee may review the work of other committees and make recommendations to the board and membership, and has limited authority between regular meetings to make administrative and policy decisions and approve expenditures as necessary on behalf of the MDC.

5.3 President
The president shall be the chief spokesperson of the MDC, and subject to the board's control, shall oversee all of its affairs. The president shall prepare meeting agendas and chair all MDC meetings and Executive Committee meetings, and may serve on all committees and appoint members to serve on committees as needed.

5.4 Vice President
The vice president shall ensure that quarterly program reports are provided to the membership, and shall act as president of the MDC in the absence of the president.

5.5 Secretary
The secretary shall ensure that quarterly membership reports are provided to the membership, and shall conduct or coordinate all activities of the organization that concern communication, record keeping, membership and administrative functions.

5.6 Treasurer
The treasurer shall ensure that quarterly financial reports are provided to the membership, maintain records of all incoming and outgoing funds of the MDC, prepare an annual budget for the coming year for board approval in November or December, be prepared to advise on the financial ability of the club to make expenditures that may not be included in the budget, and coordinate activities to raise funds for the MDC.

5.7 Operating Plan
In coordination with the annual budget, an annual operating plan for the coming year shall be prepared and approved by the membership in November or December.

5.8 Newsletter
The newsletter shall be the club's primary communication tool, shall contain minutes of MDC meetings and shall be mailed or emailed at least 11 months of the year to all members, selected public officeholders representing residents of the metropolitan or greater Seattle area, and others as desired.

5.9 Records
All records, including meeting minutes and non-personal electronic communications, are open to inspection by members upon request. Copies of the mailing list are available to
members upon request, but may not be used for commercial purposes, for political purposes or for any purpose other than to provide personal contact information, without approval of the board.

5.10 Procedure
Robert's Rules of Order shall be the parliamentary authority at MDC meetings and committee meetings in all matters of procedure not specifically covered by these Bylaws or other established MDC policies where consensus cannot be reached.

5.11 Suspending and Amending Bylaws
These Bylaws may be suspended at any MDC meeting by a two-thirds majority of members voting, or amended at any MDC meeting by a simple majority of members voting when prior notice of the proposed change has been announced to all members in the newsletter or by other means prior to the vote.

Article 6 Endorsements and Resolutions

6.1 Voting Eligibility
All members who are current in their dues and were paid in full by 30 days prior to a meeting are eligible to vote on endorsements and resolutions. A membership report showing dates of dues last paid shall be available at meetings.

6.2 Regular Endorsements
Prior to an endorsement meeting where multiple votes will be taken, endorsement ballots listing candidates for elected and appointed office and ballot measures shall be included in the newsletter or mailed separately to all members. Members may vote either by returning their signed ballot by mail by an established date, or by hand at the meeting itself. Members who choose to vote by hand may bring their ballot to the meeting as a guide only, and shall receive a voter card which must be shown to validate their hand votes. Totals recorded from hand votes shall be added to totals from mailed-in ballots. If a member with a voter card is unable to remain for any or all of the meeting, that member may ask another person vote by proxy on their behalf, by handing over their voter card to be used by the other person. A regular endorsement requires that a simple majority of those voting approve the action.

6.3 Early Endorsements
Early endorsements may be initiated at any time prior to a scheduled endorsement meeting. A motion for early endorsement that has been moved and seconded shall be announced to all members in the newsletter or by other means prior to the vote. The notice of vote shall include the time and place of the vote. An early endorsement requires that a simple majority of those voting approve the action.

6.4 Dual Endorsements
If no candidate in a particular race receives a simple majority of those voting, a motion may be made to endorse the two candidates who receive the most votes. No other motion concerning that race shall be considered. A dual endorsement requires that 60 percent of those voting approve the action.

6.5 Emergency Endorsements
When the MDC wishes to endorse a candidate and it is not feasible to send ballots to all members prior to an endorsement vote per regular endorsement procedure, a motion may be made for emergency endorsement. An emergency endorsement requires that 60 percent of those voting approve the action.

6.6 Continuity of Endorsements
An endorsement for a primary election carries over for those candidates whose names appear on the general election ballot, except that following a dual endorsement in a primary, the endorsement does not carry through to the general election and a new endorsement may be made in that race at the general election endorsement meeting.

6.7 Reconsideration of Endorsements
Reconsideration of any endorsement, including no endorsement, may be initiated at any time. A motion to reconsider that has been moved and seconded shall be announced to all members in the newsletter or by other means prior to the vote. The notice of vote shall include the time and place of the vote. Changing an endorsement requires that 60 percent of those voting approve the action.

6.8 Notification of Endorsements
The MDC secretary shall immediately notify the membership, the press, and the relevant candidates and campaigns of the results of all endorsement proceedings and shall inform the relevant candidates and campaigns that they may use MDC endorsement and membership contact information for purposes of their current campaigns only.

6.9 Resolutions

Resolutions may be introduced by guests at any meeting, but motions to adopt must be made by members of the MDC. A resolution that has been moved and seconded shall be announced to all members in the newsletter or by other means prior to the vote, except in cases when a vote is urgently needed. Adoption of resolutions requires approval of a simple majority of those voting with prior notice to the membership, or approval of 60 percent of those voting if no prior notice is given. The MDC secretary shall immediately notify the membership, the press and the appropriate public officials of adopted resolutions.