Bylaws of Stonewall Democrats of Austin (SDA) (Adopted 04/10/19) ARTICLE I: NAME
The name of this organization shall be Stonewall Democrats of Austin, also known as SDA. SDA is organized asan unincorporated nonprofit association and is a general-purpose politicalcommittee that has filed an Appointment of Campaign Treasurer with the TexasEthics Commission.
ARTICLE II: MISSION STATEMENT
The mission of SDA is to participate in political activitiesthat create a strong and effective voice for the lesbian, gay, bisexual andtransgender (LGBT) communities in local and state policy decisions.
ARTICLE III: PURPOSE
The purposes of SDA are (1) to educate Democratic candidatesand officeholders on issues of importance to the LGBT community; (2) to foster theideals of the Democratic Party through voter education in the LGBT community;(3) to encourage LGBT participation in all levels of the Democratic Party; and(4) to screen, endorse and support the election of pro-equality Democraticcandidates to public office by maximizing the Democratic turnout in the LGBTcommunity.
ARTICLE IV: MEMBERSHIP
Section 1. Qualifications To be accepted as a member of SDA, a person must (a) be atleast 18 years of age; (b) submit a signed membership application that includesan affirmation of having a Democratic Party primary election voting historyand/or subscribing to the purposes of SDA; and (c) pay annual dues. Everyperson who meets the qualifications set forth in this section shall be deemed amember in good standing. Section 2. Dues Any changes in the amount of annual dues or dues structureshall be approved by a simple majority vote (more than 50%) of the Board ofDirectors and ratified by a simple majority vote of the members at a dulycalled meeting of the membership. Annual dues shall be for acalendar year and are due in January of each year. Section 3. Expulsionof Members Any member whose actions are judged by a majority of theBoard of Directors to be prejudicial or detrimental to SDA may be expelled as amember upon recommendation by the Board of Directors and by a two-thirds voteof those members present and voting at a regularly called meeting of themembership. Section 4. VotingRights of Members Each member shall be entitled to one vote on each matter submittedto a vote of the members. Proxy and absentee voting shall not be permitted. Section 5. AnnualMembership Meeting The annual meeting of the members of SDA shall be held inMarch of each year at the call of the Board of Directors for the purpose ofelecting officers and members-at-large of the Board of Directors and fortransacting other business that may come before the membership. The Secretaryshall provide written notice of the date, time and place of the annual meetingto each member not less than 10 nor more than 30 days in advance thereof. Section 6. OtherMembership Meetings In addition to the annual meeting, meetings of themembership may be held on a monthly basis at the call of the Board of Directorsto hear a guest speaker on a timely topic, make announcements and to conductbusiness. Additionally, meetings of the membership shall be held each electioncycle for the purpose of screening and endorsing candidates for public office. TheSecretary shall provide written notice of the date, time and place of monthlymeetings to all members not less than 10 days nor more than 30 days in advancethereof. If business is to be conducted at such meetings, the notice mustinclude an agenda stating the nature of the business to be conducted. Notice ofendorsement meetings shall be governed by the Standing Rules for Endorsements. Section 7. Quorumfor Membership Meetings A quorum for all membership meetings shall be ten per cent(10%) of all members in good standing at the time of the meeting.
ARTICLE V: BOARD OF DIRECTORS
Section 1. Number,Qualifications and Terms of Office The Board of Directors (hereinafter “Board”) shall consistof between seven (7) and thirteen (13) elected members, including the four (4)officers listed in Article VI below. Additionally, the immediatepast President may be a non-voting ex officio member of the Board. Each Board member shall serve aterm of two (2) years or until successors are elected. The terms of a simplemajority of the Board members shall expire on February 28 in even-numberedyears. The terms of the remaining Board members shall expire on February 28 inodd-numbered years. To be eligible for election, candidates for office musthave been current members of SDA for at least 30 days. All terms of office shallbegin at the close of the meeting at which the officer is elected. Section 2. Nominationsand Elections Candidates for the Board may be nominated by the BoardDevelopment Committee or from the floor at the annual membership meeting. TheBoard Development Committee shall follow the nominations process set forth inthe Policies and Procedures Manual (see Article VIII, Section 7 below) andreport to the Board meeting that precedes the annual membership meeting. Boardmembers shall be elected by a simple majority vote of the members who arepresent at the annual membership meeting at which there is a quorum. Allcandidates for election to the Board must be members in good standing of SDA atthe time of the election. Section 3. Vacancies Any vacancy occurring on the Board for reasons other thanexpiration of terms may be filled by a simple majority vote of the remaining Boardmembers, even if less than the minimum number of members remains on the Board.Any member appointed to fill a vacancy shall hold office until the end of theterm being filled or until such member’s resignation or removal from office. Section 4. Removal Any member of the Board may be removed for good cause by avote of not less than two-thirds (2/3) of the current Board members present atany meeting. Written notice of the intention to act upon such matter shall begiven to all Board members, including the Board memberaffected, not less than ten (10) days prior to the meeting at whichsuch action will be taken. Section 5. Place,Time and Number of Board Meetings The Board shall meet in February of each year and at leastfour more times during that fiscal year. Place, time and number of meetingsshall be determined at the initial Board meeting in February. Written notice ofeach Board meeting shall be delivered by the Secretary to each Board member atleast five (5) business days prior thereto. The notice of the meeting shallinclude a proposed agenda for the meeting. Special meetings of the Board may becalled by the President, or whenever a request is made to the Secretary by anythree (3) Board members in writing. Written notice of the special Board meetingshall be delivered by the Secretary to each Board member at least five (5)business days prior thereto and shall include the specific purpose for whichthe special meeting is being called. Section 6. Quorumfor Board Meetings A quorum shall consist of a simple majority of the currentmembers of the Board for the transaction of business at any meeting. Eachmember of the Board shall be entitled to one vote on each matter submitted to avote. A Board member must be present to vote. Proxy and absentee voting is not permitted at Board meetings. If lessthan a quorum is present at a duly called meeting, the meeting shall not becalled to order.
ARTICLE VI: OFFICERS
Section 1. ElectedOfficers The elected officers of SDA shall be a President, a VicePresident, a Secretary and a Treasurer. All officers shall be elected by asimple majority vote of the members present at the annual membership meeting atwhich there is a quorum. The President and Treasurer shall be elected ineven-numbered years. The Vice President and Secretary shall be elected inodd-numbered years. Each office term shall be two (2) years. Section 2. Dutiesof the President The President shall set the agenda for and preside overmeetings of the Board and membership. The President shall appoint other Boardmembers to organize all standing committees; appoint such other committees asmay be deemed necessary with Board approval; may serve as non-voting ex officiomember of all committees; shall serve as the official representative of SDA andhave such other duties as may be assigned by the Board. Section 3. Dutiesof the Vice President The Vice President shall set the agenda for and preside overmeetings of the Board and membership when designated by the President or in theabsence of the President and may have other duties as assigned by thePresident. Section 4. Dutiesof the Secretary The Secretary shall maintain a record of all meetings of theBoard, the Executive Committee and of the membership; prepare and disseminatethe minutes of all meetings of the Board and of the membership as set forth inthe Policies and Procedures Manual (see Article VIII, Section 7 below); assurethe issuance of all necessary meeting notices to the Board and membership;maintain and update the Policies and Procedures Manual containing standingrules, policies and procedures adopted by the Board and the membership; andshall have such other duties as may be assigned by the Board. Section 5. Dutiesof the Treasurer The Treasurer shall maintain the financial records of SDA; receiveand disburse funds of SDA; make timely bank deposits and payments to vendors;prepare an annual budget of anticipated revenues and expenses; provide addendato the budget as required; report the financial status of SDA to the Board on aregular basis; make an annual financial report to the membership; prepare andfile all reports required by the Texas Ethics Commission; prepare allinformation necessary for periodic audits as may be directed by the Board; andhave such other duties as may be assigned by the Board. The Treasurer must bewilling to accept personal liability for the timely and accurate filing ofcampaign finance reports with the Texas Ethics Commission and has veto powerover any Board or membership decision that is in violation of state campaignfinance laws. Section 6. Appointmentof Assistant Treasurer The President may appoint another SDA member as Assistant Treasurer to assist the Treasurer with heror his duties and to act in the absence or disability of the Treasurer. Ifappointed, the Assistant Treasurer may sign reports to be filed with the TexasEthics Commission if the Treasurer is not available. If the Treasurer resigns,or is removed, the Assistant Treasurer’s appointment ends. The President inhis/her discretion may re-appoint the same SDAmember as Assistant Treasurer after a new Treasurer is elected orappointed. The President in consultation with the Treasurer shall assignspecific duties to the Assistant Treasurer. The President in consultation withthe Treasurer may terminate the appointment of Assistant Treasurer at any time.
ARTICLE VII: COMMITTEES
Section 1. ExecutiveCommittee The Executive Committee shall consist of the four (4)elected officers of SDA. The Executive Committee shall have and may exerciseall the authority of the Board in the business and affairs of SDA duringintervals between Board meetings. The Executive Committee shall have no powerwithout approval of the full Board (a) to alter, amend or repeal these Bylaws,(b) to appoint or replace any member of the Executive Committee or the Board,(c) borrow money or (d) commit SDA to expend any sum in excess of $500.00. Meetings of the Executive Committee shall beheld at such time and such place as the Executive Committee may determine. Nowritten notice of any meetings of the Executive Committee shall be required andthree (3) members of the Executive Committee shall constitute a quorum for thetransaction of business. A copy of any resolution adopted by the ExecutiveCommittee shall be presented to the full Board at the next regularly scheduledmeeting of the Board. Section 2. StandingCommittees (a) Thestanding committees shall be as follows: Board Development Committee, Budgetand Finance Committee, Communications Committee, Endorsement Committee, andMembership Committee. At the February Board meeting, the President shallappoint a Board member to oversee and/or organize each standing committee. Eachappointed Board member shall within thirty (30) days of said appointment (a)recruit SDA members to serve on said committee and (b) hold an initialcommittee meeting for the purpose of allowing committee members to select achair of said committee and schedule monthly committee meetings. Each standingcommittee shall consist of a minimum of three (3) and a maximum of 7 (7)members, including the committee chair. Members of each standing committee,including the committee chair, shall be subject to approval by a simplemajority vote of the Board. The committee chair may or may not be a Boardmember; however, a Board member of that committee shall be required to make acommittee report at all Board meetings. Each standing committee shall elect achair annually. Standing committees are not authorized toexpend funds, except as specifically authorized by the Board. The Board hasfinal approval authority over recommendations from any standing committee. (b) Thefunctions of the standing committees shall be as follows: 1. Board Development Committee. The Board Development Committeeshall recruit new members for the Board, assist in preparing the ballot forBoard elections at the annual meeting and review Board/nominations policies andprocedures. 2. Budget and Finance Committee. The Budget and Finance Committeeshall assist the Treasurer in preparing the annual budget, submit amendments tothe budget during the fiscal year, set fiscal policy and make other financialrecommendations to the Board of Directors. 3. Communications Committee. TheCommunications Committee shall develop mechanisms (e.g., monthly newsletter,e-mail communications, website updates, etc.) for enhancing communications tokeep SDA members informed of meetings, events, and news items relevant to SDA’smission and purposes and developing similar mechanisms for promoting awarenessof SDA and enhancing its image to the LGBT community and thecommunity-at-large. The Communications Committee shall also be responsible forworking with the President in the coordination and timely issuance of approvedmedia releases. The SDA webmaster orwebsite administrator shall be a member of this committee. 4. Endorsement Committee. The Endorsement Committee shall beresponsible for coordinating the candidate screening and endorsement processduring each election cycle; disseminating SDA’s list of endorsements to theLGBT community and community-at-large; and recommending to the Board the scopeof the dissemination of the list of endorsements and those candidates or ballotmeasures which merit financial and volunteer support from SDA. 5. Membership Committee. The MembershipCommittee shall promote membership growth and retention in SDA; provide duesrenewal notices to members on a quarterly basis; maintain and update allmembership records and mailing list databases; certify the eligibility of newmembers to the Board; publish and update a membership directory for members;and coordinate outreach and recruitment activities. The Membership Committeewill also work with the Treasurer to ensure timely remittance of quarterly duesshares to National Stonewall Democrats and the Texas Stonewall DemocraticCaucus. Section 3. OtherCommittees The Board may appoint other committees on either a standingor ad hoc basis as they deem necessary for the conduct of the business of SDA.
ARTICLE VIII: MISCELLANEOUSPROVISIONS
Section 1. FiscalYear The fiscal year of SDA shall commence on February 1 of eachyear and end on January 31 of the following year. Section 2. Noticeand Waiver of Notice Notice shall be deemed to be sufficient if delivered inperson, by postal mail, e-mail or facsimile transmission on the dayof such delivery or transmission. If the deadline for giving notice under theseBylaws falls on a Sunday or postal holiday, notice shall be deemed effective ifgiven on the day immediately following the Sunday or postal holiday. A waiveror waivers of notice, signed by the person or persons entitled to such notice,whether before or after the time stated therein, shall be equivalent to thegiving of such notice. Actual notice, however, shall always be effectivenotice. Section 3. MeetingsBy Other Means Members of the Board or members of a committee mayparticipate and hold any meeting required or permitted under these Bylaws bymeans other than face-to-face meetings (e.g., conference call, telephonepolling, e-mail), provided that all Board or committee members are informed ofthe results of such meeting by other means. Participation in a meeting pursuantto this section shall constitute presence in person at such a meeting. Section 4. ParliamentaryProcedure The consensus model of decision-making or the rulescontained in the current edition of Robert’s Rules of Order shall govern theconduct of Board and committee meetings. Robert’s Rules of Order shall governthe conduct of all SDA membership meetings in all situations to which they areapplicable and in which they are not inconsistent with these Bylaws and anystanding rules. Section 5. Acceptanceof Contributions Financial contributions to SDA, whether in the form of duesor other contributions, shall be considered accepted when deposited by theTreasurer. The Treasurer in consultation with the Executive Committee shall determinewhether or not to reject a contribution. A contribution that is not acceptedshall be returned by the Treasurer to the remitter thereof. Section 6. Authorityto Sign Checks and Contracts All contracts, bills, notes, checks or other instruments forthe payment of money shall be signed or signed and countersigned by suchofficer or officers designated as decision makers with the Texas EthicsCommission and in such manner as is prescribed by resolution of the Board. Section 7. Policiesand Procedures Manual The Board shall by simple majority vote establish policiesand procedures for the day-to-day operation of SDA. These policies andprocedures shall be contained in a Policies and Procedures Manual and shallinclude all standing rules. This Policies and Procedures Manual shall bemaintained by the Secretary and shall be binding on all persons operating onbehalf of SDA. The policies and procedures may be amended, as needed, by simplemajority vote of the Board. Section 8. Resignations Any officer or Board member-at-large may resign at any time.Such resignation may be made in writing or verbally in the presence of at leastthe President or Vice President and one other Board member. The resignationshall take effect at the time specified therein, or if no time is specified, atthe time of its receipt by either the President or Vice President or the Board.The acceptance of a resignation shall not be necessary to make it effective,unless expressly so provided in the resignation. Section 9. Redressof Grievances The Board shall adopt procedures for redressing grievancesfrom any member of SDA. Section 10. Conflictsof Interest The Board shall provide a policy that addresses conflicts ofinterest other than those set out in Article IX, Section 1 below. ARTICLE IX. INTERESTED BOARDMEMBERS, NON-LIABILITY OF BOARD MEMBERS AND OFFICERS AND INDEMNIFICATION
Section 1. InterestedBoard Members No contract or other transaction between SDA and one or moreof its Board members or officers, or any firm, partnership, corporation,association or other entity in which one or more of SDA’s Board members orofficers are shareholders, members, directors, officers or employees or inwhich they are otherwise interested, shall be void or voidable by reason of suchconnection or interest, provided the fact of such interest or connection isdisclosed or known to the Board prior to authorizing, approving or ratifyingsuch contract or other transaction. Such interested Board member or members maybe counted in determining whether a quorum is present, but may not be countedin calculating the simple majority vote needed to authorize, approve or ratifysuch contract or other transaction. Such interested Board member or members shallnot be liable to SDA for any profits realized by, from or through such contractor other transaction. Section 2. Non-Liabilityof Board Members, Officers and Others In Certain Cases No Board member, officer, employee, agent, member ornon-member volunteer of SDA shall be liable for his or her acts as such if heor she is excused from liability under any present or future provision orprovisions of the Texas Business Organizations Code; and, in addition, to thefull extent now or hereafter permitted by the Texas Business OrganizationsCode, each officer, Board member, employee, agent, member, or non-member volunteer shall in thedischarge of any duty imposed or power conferred upon him or her by SDA, befully protected if, in the exercise of ordinary care, he or she acted in goodfaith and in the best interest of SDA. Good faith shall be presumed asincluding, but not limited to, when the person acts in reliance upon thewritten opinion of an attorney for SDA, the books of account or reports made toSDA by any of its officials or by an independent certified public accountant orby an appraiser selected with reasonable care by the Board or in reliance uponother records of SDA. Section 3. Indemnification Each person who is or was a Board member, officer, employeeor agent of SDA or is or was serving at the request of SDA as a Board member,officer, volunteer or agent may be indemnified by SDA to the full extentpermitted or authorized by the Texas Business Organizations Code. SDA maymaintain insurance at its expense for the benefit of any Board member orofficer who has acted in good faith and in the best interests of SDA, asrequired by law. Section 4. IncomeDistributions Prohibited No part of the income of SDA shall be distributed to the Boardmembers or officers, nor shall SDA pay compensation to the Boardmembers and officers for services rendered in such capacity, but SDA mayreimburse legitimate expenses incurred by such individuals. Nothing herein shall preclude officers and Boardmembers from serving as employees or agents of SDA for hire or fromentering into remunerated contracts with SDA in accordance with theconflicts of interest policies and procedures of SDA and applicableprovisions of these Bylaws. Section 5. LoansTo Board Members And Officers Prohibited No loans shall be made by SDA to the Board members orofficers.
ARTICLE X: DISSOLUTION OF SDA
SDA may be dissolved and its Appointment of CampaignTreasurer terminated with the Texas Ethics Commission upon the affirmative voteof three-fourths (3/4) of the Board members present at a Board meeting at whichthere is a quorum and the affirmative vote of three-fourths (3/4) of themembers present at any membership meeting at which there is a quorum. No voteon the issue of dissolution shall be taken until a Board member raises theissue for inclusion in the agenda at a regular meeting of the Board to be votedon at a subsequent regular Board meeting with fifteen (15) days prior notice toall Board members. Additionally, no vote on the issue of dissolution shall betaken by the membership unless and until notice of the dissolution is given bythe Board to all members in good standing at least fifteen (15) days prior tothe annual membership meeting or other membership meeting called for thispurpose. Upon its dissolution, the net assets of SDA, if any, shall bedistributed to the Texas Stonewall Democratic Caucus or its successor and theTreasurer shall file a dissolution report with the Texas Ethics Commission.
ARTICLE XI: AMENDMENT OFBYLAWS
These Bylaws may be amended, repealed or new Bylaws may beadopted by (a) a vote of two-thirds (2/3) of the current members of the Boardat any regular or special meeting of the Board at which a quorum is presentwith due notice of the substance of the proposed amendments having been givenin advance of the meeting and (b) approved by a two-thirds (2/3) vote of themembers present at any annual or other membership meeting at which there is aquorum with due notice of the substance of the proposed amendments having beengiven in the call of the meeting. Once approved by the membership, the amended,repealed or new Bylaws shall become effective immediately, or as providedtherein.
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