BY-LAWS NATIONAL DEMOCRATIC CLUB (APRIL 2012)
DEDICATION
“To the Members of the Club who have supported the National Democratic Club through their generous donations to our events and to those who have been loyal customers over these many years.”
2011 BY-LAWS COMMITTEE
BY-LAWS OF THE NATIONAL DEMOCRATIC CLUB, INC.

ARTICLE I
NAME
The name of the corporation is the National Democratic Club, Inc.


ARTICLE II
OBJECTIVES
The objectives of the Club shall be to support the Constitution and Government of the United States; to study and disseminate information concerning democratic principles of government; to operate, maintain, supervise and control a club house or club rooms to be located in the District of Columbia and to serve as a global meeting place for democrats and other supporters; to acquire, hold, dispose of property or interests therein, both real and personal, of such character and in such manner as may be necessary or appropriate to the accomplishment of its objectives; to organize, maintain and operate a club and to adopt and enforce by-laws, rules and regulations concerning the same; to maintain such offices, archives, equipment and facilities as may be appropriate for its objectives; to cooperate with the Democratic Party and other democratic organizations; and, in general, to do and perform every lawful act and objective necessary or appropriate for the efficient and proper conduct of its business and the accomplishment of its objectives.


ARTICLE III
ORGANIZATION AND DUTIES
A. BOARD OF DIRECTORS
1.      There shall be a Board of Directors (“Board”), composed of members in good standing who have been elected thereto, the President of the National Democratic Club, and the other four officers of the National Democratic Club as defined in Article III.B.l./ who shall serve ex officio. The President shall preside over the Board. Each member of the Board shall serve a four year term as provided in Article V. Five members of the Board shall constitute a quorum. Ex officio members of the Board may vote and be counted as part of a quorum. No member of the Board having been elected to serve a full term on the Board shall be eligible to be elected to a consecutive term, but may at any time be appointed to fill a vacancy on the Board.
2.      The Secretary of the Club shall act as secretary of the Board. The first order of business at any meeting of the Board shall be a roll call. The Secretary shall record those present and those absent with prior notice. Those absent without prior notice for two consecutive scheduled meetings shall be removed from the Board.
3.      The Board shall approve the policies of the National Democratic Club. The Board shall:
a.      Authorize all changes in the by-laws or Articles of Incorporation of the Club except as provided in Article IX, Section B, and ratified by the full membership in good standing.
b.      Establish the classes of membership in the Club and the dues and fees chargeable thereto;
c.      Receive and review all reports required under the by­-laws and authorized by the Executive Committee;
d.      Submit at the meeting scheduled for the first half of the year, through the President of the Club, an annual report to the Membership on the State of the Club;
e.      Review the policies of the Club as they relate to the duties of the officers and committees;
f.       Review the rules for the operation of the Club as prescribed by the Executive Committee;
g.      Fill any vacancy on the Board or among the Officers for an unexpired term, except in the case of the President whose vacancy is automatically filled by the Vice President next in line;
h.      Approve all sales by the Club of real or personal property with a fair market value of more than ten thousand dollars ($10,000.00);
i.       Approve any mortgage increase or encumbrance that is ten thousand dollars ($10,000) or more;
j.       Nominate and elect, when appropriate, Honorary Members of the National Democratic Club; and
k.      Otherwise carry out the purposes of the Club in keeping with its by-laws.
B. OFFICERS
1.      The Officers of the Club shall be: President, First Vice President, Second Vice President, Secretary and Treasurer. Each Officer will be elected by the Membership biennially as provided by Article V of these by-laws and may serve until their successors have been elected. No Officer having been elected and serving a full term of office shall be eligible to be elected to a consecutive term but may at any time be appointed to fill any vacancy amongst the Officers or on the Board.
2.      The President is the chief executive officer of the Club and shall preside over the Board and be a fully enfranchised member of that Board; he or she shall preside over the Executive Committee, and shall call and preside over meetings of the Club Membership.
a.      The President shall be an ex officio member of all committees of the Club.
b.      The President shall exercise general supervision of the Club’s operations pursuant to policies and decisions of the Board and the Executive Committee.
c.      The President or Treasurer and the Manager of the Club shall be a mandatory signatory to all contracts and obligations of the Club on behalf of the Executive Committee.
d.      The President shall have oversight of the General Manager of the Club on behalf of the Executive Committee.
e.      The President shall appoint the Chairpersons of the House, Special Activities and Membership committees as provided by these by-laws.
3.      The First Vice President shall, upon election, assume such responsibilities as recommended by the President and approved by the Executive Committee. In the absence of the President, the First Vice President shall assume the responsibilities of the President.
4.      The Second Vice President shall, upon election, assume such responsibilities as recommended by the President and approved by the Executive Committee. In the absence of the President and the First Vice President, the Second Vice President shall assume the responsibilities of the President.
5.      The Secretary shall, upon election, perform the following functions:
a.      Maintain the current roll of the Membership;
b.      Give proper notice of all meetings of the Membership of the Club, of the Board and such other meetings as are necessary;
c.      Make and keep written minutes of all proceedings or meetings of the Executive Committee, the Board, Membership meetings and all other meetings of which a record is deemed advisable by the President;
d.      Conduct the correspondence of the Club and provide for the safekeeping of all its documents;
e.      Provide those services necessary for the election of officers and board members as required by the provisions of Article V of these by-laws;
f.       Keep the seal of the Club; and
g.      (Employ such assistance as may be authorized by the Executive Committee.
6.      The Treasurer may, upon election, assume the chair of the Finance Committee as established by Article III.C.2.d. of these by-laws. The Treasurer shall:
a.      Assure that the accounts of income and expenses of the Club are maintained according to generally accepted accounting standards;
b.      Have supervision over all funds of the Club, collect all fees and dues, post and keep current a list of members delinquent in their dues, attend to all disbursements, payment of bills and special expenses, properly deposit and invest the funds of the Club and otherwise look after the fiscal integrity of the Club in keeping with the policies of the Board and the Executive Committee
c.      Make no personal loans of Club funds;
d.      Report to the Executive Committee and the Board quarterly and the Membership annually;
e.      The Treasurer or President, on behalf of the Executive Committee, shall be a mandatory signatory of all contracts, payment and obligations of the Club; and
f.       Assure that each Officer and the General Manager shall be provided, at the expense of the Club, with a bond of surety of his or her good and faithful performance of duty and provide adequate liability insurance for the Officers and the Board of the Club.
C. COMMITTEES
1.      Executive Committee: There shall be an Executive Committee composed of a President, First Vice President, Second Vice President, Secretary and Treasurer. The Executive Committee shall meet at least once a month and as otherwise required on call of the President. The Executive Committee shall be responsible for administration of the policies of the National Democratic Club, exercising such general management and supervision of the Club’s affairs as may be necessary to protect and advance the best interest of the Club and its members. The Executive Committee shall:
a.      Recruit, and hire a Manager who, subject to these by­-laws, will be responsible for the day to day business operation of the Club;
b.      Establish rules, regulations and policies for its employees;
c.      Supervise and conduct bi-annual reviews of all club management;
d.      Receive the reports and recommendations of the Standing and Select Committees and forward them to the Board of Directors;
e.      Initiate all contract negotiations, leases, property sales, purchases or other expenditures not otherwise prohibited by these by-laws;
f.       Regulate the prices and practices of operation of the Club;
g.      Exercise authority on a case by case basis to determine such questions as access to the Club and Club records; and
h.      Hear grievances of Club members.
2.      Standing Committees 
The Standing Committees of the National Democratic Club may be as follows:
§  The House Committee
§  The Special Activities Committee
§  The Membership Committee
§  The Golf Committee
§  The Finance Committee
Each Standing Committee shall make quarterly reports to the Board through the Executive Committee and such other reports as required by the Executive Committee.
f.       The President of the Club may appoint a chairperson of the House Committee who will, with the advice and consent of the Executive Committee, appoint up to six members in good standing who shall be responsible for making and enforcing House rules, for regulating the use of Club facilities, and advising the Executive Committee on the state of the operations of the Club facilities.
g.      The President of the Club will appoint a chairperson of the Special Activities Committee, who will, with the advice and consent of the Executive Committee, appoint up to six members in good standing who shall be responsible for special activities for raising funds and enhancing the membership by celebrating our Democratic Party identity.
h.      The President shall appoint a chairperson of the Membership Committee who will, with the advice and consent of the Executive Committee, appoint up to six members in good standing who shall be responsible for setting the criteria for membership in the Club, reviewing the admission of members, and notifying new members of their election to membership in the Club. In addition, the Membership Committee shall select three members to be Judges of Elections and shall otherwise act in the best interest of the membership of the Club.
i.       The Treasurer shall serve as chairperson of the Finance Committee and will, with the advice and consent of the Executive Committee, appoint up to four members in good standing who shall be responsible for presenting at the September membership meeting in non-election years, a biennial budget and financial plan for the operation of the Club.
3.      Select Committees The President, with the advice and consent of the Executive Committee, may establish Select Committees of less than one year’s duration that will report to the Executive Committee.

 

ARTICLE IV
MEETINGS
A. Regular Membership Meetings. The Executive Committee shall call two meetings, one in the first half of the year and one in the second half of the year.
1.      Notice of each meeting shall be given to all members by the Secretary, at least fifteen days prior to the meeting, preferably in the same mailing with dues notice. Notice shall also be posted fifteen days prior to the meeting by electronic mail and on the Club bulletin board.
2.      Twenty-five voting members constitute a quorum at regular membership meetings.
3.      The order of business shall be:
a.      Reading of the minutes of the last meeting and of any special meeting held in the interim;
b.      A report of the Board of Directors by the President;
c.      Reports of the Officers;
d.      Reports of the chairpersons of Standing Committees and of Select Committees;
e.      Unfinished business;
f.       New business;
g.      In the March meeting, a report by the Judges of Election;
h.      In the September meeting, a report of the financial status of the Club and the audit findings; and
i.       Adjournment.
4.      Special membership Meeting. The President may call Special Membership Meetings of the Club. Upon the written request of seventy-five members, he or she shall call such a meeting. The request, and subsequent notice, shall state the purpose or purposes for which the meeting is called; no other business shall be considered. The rules governing the Regular Membership Meetings, except those pertaining to date and order of business, shall apply to Special Membership Meetings.
5.      Board of Directors. The Board shall meet quarterly on dates established by the Executive Committee for the purposes set forth in these by-laws and to carry out the will of the membership as expressed in Regular and Special Membership Meetings. Special Meetings of the Board may be called by the President and shall be called by him or her at the request of any five voting members of the Board. The request for a special meeting and the subsequent notice shall state the purpose or purposes for which the meeting is called.
6.      ‘”Robert’s Rules of Order” shall govern the conduct of business in all meetings.



ARTICLE V
ELECTIONS
A. Board of Directors and Officers. Members of the Board and Club Officers shall be elected by the balloting procedures as provided in this Article. Board Members shall be elected for a four year term. Officers shall be elected for a two year term. The terms of the Board Members shall be staggered, with seven (7) Board Members elected every two years. No Board Member or Officer may succeed his or herself except as provided in Article III.A.l. of these by-laws. Newly-elected Board Members and the Executive Committee shall assume their offices upon certification of their election.
1.       
a. On or before the first (1st) of November of the year prior to an election year, the Executive Committee shall select a Nominating Committee of five members in good standing who are neither officers nor current Members of the Board and designate one such member as Chairperson. The names of the nominating committee members shall be posted on the bulletin board in the Club by the Secretary, who shall also advise the membership of the selection of nominating committee members and the election procedures in the next mailing of monthly billing and dues notices and by electronic mail within five business days of the members selection.
b. On or before the first (1st) of November of the year prior to an election year, the Membership Committee shall select three members in good standing who are neither Officers nor current Members of the Board to serve as Judges of Election, designating one such Judge as Chairperson. The names of the Judges shall be posted on the bulletin board in the Club by the Secretary who shall also advise the membership of the selection of the Judges in the next mailing of monthly billings and dues notices or by electronic mail within five business days. The Judges shall determine if candidates meet the necessary qualifications pursuant to these by-laws to seek and hold office, review petitions for candidacy, receive and tally ballots and report the results of the elections.
c. In the event a vacancy occurs on the Nominating Committee, the Executive Committee shall fill said vacancy within five business days of notification of said vacancy.
d. In the event a vacancy occurs among the Judges of Elections, the Membership Committee shall fill said vacancy within five business days of notification of said vacancy.

2.       
a. The Chairperson of the Nominating Committee shall, on or before the tenth (10th) of November, convene a meeting of such committee and shall conclude the selection of nominees no later than the fifteenth (15th) of November.
b. At such meeting on even numbered years, the Nominating Committee will choose for nomination one member in good standing for each of the offices of President, First Vice President, Second Vice President, Secretary and Treasurer. The Committee will choose for nomination seven members in good standing for position on the Board of Directors to replace those whose terms expire as provided in Article III of these by-laws.
c. For a transition period, at the meeting in the year 2013, the Committee will choose for nomination seven (7) members in good standing for a position on the Board to serve a full four (4) year term. All Board members whose terms do not expire in 2013 will continue to serve on the Board to the end of their term. At the meeting in 2015, the Committee will choose for nomination seven (7) members in good standing for a position on the Board to serve a full four (4) year term. Thereafter, when these respective terms expire, Board members will be replaced in accordance with the provisions of this Article and Article III.
d. At such meeting on odd numbered years, the committee will choose for nomination seven (7) members in good standing for a position on the Board of Directors to replace those whose terms expire as provided by Article III of these By-Laws.
e. Each such nominee shall be contacted by the Chairperson of the Nominating Committee no later than the twentieth (20th) of November and shall provide advance approval of his or her willingness to serve in this position. Acceptance of the said nomination must be made on or before the thirtieth (30th) of November. Should the nominee fail to provide his or her approval within that period, or decline the nomination, the Nominating Committee shall reconvene and nominate another member in good standing no later than the fifth (5th) day of December in the year prior to an election.
f. The list of nominees for Club Officers and Members of the Board recommended by the Nominating Committee shall then be delivered to the Secretary not later than the tenth (10th) day of December, along with biographical data.
g. The Secretary shall immediately post the recommended list of nominees of the Nominating Committee on the bulletin board in the Club and to the membership by electronic means.

3.     
a. Any member in good standing not included on the list of nominees by the Nominating Committee may be nominated by a petition signed by at least thirty-five (35) members in good standing. Such petitions must be delivered to the Secretary for immediate transmittal to the Judges of Elections no later than the fifth (5th) day of January. Petition nominees must also indicate his or her willingness to serve and provide the identical biographical data required of committee nominees.
b. The Secretary shall immediately post the names of such valid petition nominee or nominees, indicating the office for which nominated, and indicating the fact that they were nominated by petition, and biographical data on the bulletin board in the Club and by electronic communication.

4.     
a. In those cases where there may be more than one candidate for an office, the Judges of the Elections shall determine ballot position for each candidate by lot on or before the tenth (10th) day of January.
b. The Secretary shall, on or before the twentieth (20th) day of January, arrange to have printed an official Club election ballot, listing the names of all of the duly qualified nominees for each of the offices to be filled from both the nominating committee and those submitting petitions determined to be valid by the Judges of Elections.
c. The Secretary shall exercise due diligence over the control of printed ballots prior to their mailing to the membership and upon their return to the Club prior to their tabulation.
d. The official ballot shall be mailed by the Secretary to each member of the Club in good standing no later than the tenth (10th) day of February. In order to be considered valid, ballots must be returned in the envelope provided in the initial ballot mailing and postmarked no later than the first (1st) day of March.
e. The Secretary shall deliver all sealed ballots showing valid postmarked dates immediately thereafter to the Judges of Election who shall meet without delay, tabulate all ballots timely received and properly marked, and shall report the results of the election in writing to the Secretary not later than the fourteenth (14th) day of March, showing the names of those duly elected for each of the offices to be filled. The candidate receiving the most number of votes shall be selected.
f. Such report shall be posted by the Secretary on the bulletin board in the Club. The Secretary shall formally notify those elected, and provide each with a copy of these by-laws not later than the fifteenth (15th) day of March.
g. In case of a tie vote for any of the candidates, the winner shall be determined by lot conducted by the Judges of Elections. Candidates have the right to be notified in advance and to be present if they so choose.



ARTICLE VI
MEMBERSHIP
A. Unless otherwise determined by the Board pursuant to Article III.A.3.b., the Club shall have the following classes of membership:
1.      Resident member – members who reside or work within seventy-five (75) miles of Washington, D.C.;
2.      Non-resident member – members who reside and work more than seventy-five (75) miles from Washington, D.C.;
3.      Associate member – members between the ages of 21 and 29 who shall be voting members in good standing;
4.      Government membership – members who are employed by any federal, state, or local government, or one of the National Democratic Party Committees;
5.      Retired member – member who must have been a member of the Club for at least five (5) years prior, be sixty-five (65) years or older, and be fully retired;
6.      Life membership – member who has contributed a one-time fee as determined by the Executive Committee; and
7.      Organizational member – Organizations which acquire one or more memberships in the Club, may transfer those memberships with written notice to the Club, to other qualified officers, directors or employees of the member organization. Individual
8.      Holders of organizational memberships shall have full voting rights.
9.      All members in good standing of the National Democratic Club can be members of the Congressional Federal Credit Union.
B. Candidates for membership may be nominated by a signed application of three (3) members in good standing. Such application shall be submitted to the chairperson of the Membership Committee and must be approved by the Executive Committee. Members in good standing, who formally resign their membership in the Club may be reinstated upon payment of a reinstatement fee. A reinstatement fee shall be determined by the Executive Committee and the member may be offered the monthly membership dues for their category.
C. 1. Membership Cards shall be mailed to each member by the Secretary upon election to membership.
2. Membership in the National Democratic Club shall be non-transferable and non-negotiable except as provided in Article VI. A.7.
D. Resignation of Membership. A proposal to resign from the Club must be submitted in writing to the Secretary and shall be accepted only upon payment of all Club indebtedness.
E. Upon the recommendation of the Membership Committee, a member may be reprimanded or suspended for cause up to and including ninety days by a majority vote of the Executive Committee, or be suspended for cause for more than ninety days but not to exceed one year by a majority vote of the members present and voting at the meeting of the Board of Directors. The Board of Directors shall have the power to expel a member for the most serious of charges. However, before such member shall be reprimanded, suspended or expelled, a written copy of the charges shall be forwarded to the member’s address of record by certified mail by the Secretary, at least ten days before the meeting of the Executive Committee or Board of Directors at which the charges will be considered, together with notice of the time and place of this meeting, and he or she shall be entitled to be heard in person or to be represented by another member of the Club. Actions concerning a member by the Executive Committee or the Board of Directors shall be communicated to the member within five days by the President through certified mail.


ARTICLE VII
DUES AND FEES
A. Dues and fees for all classes of membership shall be established by a majority vote of the Board of Directors at a regular meeting in compliance with Article III, A, 3(b) of these by-laws.
B. Should any bill for dues and service of an individual in any category remain unpaid for thirty (30) days following the month in which such bill was rendered, the Treasurer shall notify such member in writing of his or her indebtedness, and request immediate payment. Any member whose account is more than one hundred and twenty (120) days past due shall not be considered in good standing nor be afforded any additional service or privilege, including signing privileges of the Club until such indebtedness is satisfied. Any member whose account is more than one hundred and twenty (120) days past due shall be advised by certified mail by the Treasurer of the provisions of this section of the by-laws, and may be referred by the Executive Committee to a collection agency. If the past due account is not satisfied within a period of fifteen (15) days, after such notice, the member will automatically forfeit his or her membership in the Club. The Executive Committee, however, shall have the authority to delay the expulsion of such member should he or she enter into a legally binding repayment agreement with the Club under which reasonable dollar amounts are paid on a regular basis to satisfy the total amount of the indebtedness within a time period deemed equitable by the Executive Committee. Under such circumstances, the affected delinquent member may be restored to full membership privileges once the full amount of the indebtedness is repaid to the Club.

 

ARTICLE VIII
LIMITATION OF CLUB RESPONSIBILITY
A. Liability. The Club shall not be liable for any supplies furnished to it, nor for any engagements creating indebtedness, except as a result of orders placed by the authority of the Board or of the Executive Committee, or their designees.
B. Safekeeping. The Club shall not be responsible for loss or damage to property or for injuries sustained in the Club house or upon the Club grounds.
C. Guests. Members may bring guests to the Club. No guest shall be entitled to incur any indebtedness to the Club. Members are responsible for the conduct of and any bills incurred by their guests. The Executive Committee shall have the right to deny any person admission to be a guest of the club. A person who owes money to the Club over the violation period or who is under expulsion shall not be allowed in the Club as a guest.



ARTICLE IX
CONSTRUCTION AND AMENDMENT OF BY-LAWS
A. Construction. On all questions as to the construction of the by-laws, or rules of the Club, the decision of the Board of Directors shall be final, unless reversed by the membership at an annual or special meeting.
B. Amendment. The by-laws may be amended by a majority vote of the members present at any regular or special membership meeting at which there is a quorum for the transaction of business, provided that a copy of the proposed amendment or amendments shall have been made available to each member in good standing at least 30 days prior to such meeting, and shall have been posted on the Club bulletin board for at least 30 days. Notice to the membership may be given by electronic means.
1.      A proposed amendment may be initiated by a two-thirds vote of the members of the Board who are present at any regular or special Board meeting at which there is present a quorum for the transaction of business or, by petition of ten percent of the members in good standing delivered to the Secretary who shall transmit the proposal to the Board. The amendment shall be brought to a vote at the next scheduled regular membership meeting provided the date of that meeting adequately allows for the thirty(30)day notice provisions set forth in section B. If the next regularly scheduled membership meeting does not provide for the thirty (30) days notice the Board shall call a Special membership meeting for the purpose of voting on the amendment within sixty (60) days from transmittal of the amendment.


ARTICLE X
BOOKS, RECORDS AND ACCOUNTS
The Club shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and Committees and shall keep at the Registered or principal office a record giving the names and addresses of the Directors entitled to vote. All books and records of the Club may be inspected by any Director, or his or her agent or attorney, for any proper purpose at any reasonable time. The books of account shall be audited annually as of the end of its fiscal year by independent certified public accountants retained by the Club at its expense. A copy of such audit report shall be furnished to all members of the Board no later than 30 days alter receipt by the Club Officers.


ARTICLE XI
FISCAL YEAR
The fiscal year of the Club shall be from January 1 to December 31, unless otherwise set by the Board of Directors.

 

ARTICLE XII
WAIVER OF NOTICE

Whenever any notice is required to be given under the laws of the District of Columbia or under the provisions of the Articles of Incorporation or the by-laws of the Club, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
 

ARTICLE XIII
INSURANCE
The Club will have Director’s and Officer’s Insurance in an appropriate amount to be determined by the Board.

 

ARTICLE XIV
SEAL
The Board shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Club, the state of incorporation and the words “Corporate Seal".