Bylaws of Stonewall Democrats of San Antonio (SDSA)
(Adopted as amended by the Board of Directors on 01/29/2007)
(Approved as amended by the Membership on 02/19/2007)
(Amendments to Article VII adopted on 01/19/2009)
(Amendment to Article VIII adopted on 08/17/2009)
(Amendments to Articles VI and VII adopted on 10/16/2011)
(Amendments to Article V adopted on 9/17/2012)
ARTICLE I: NAME
The name of this organization shall be Stonewall Democrats of San Antonio, also known as SDSA. SDSA is organized as an unincorporated nonprofit association and is a general-purpose political committee that has filed an Appointment of Campaign Treasurer with the Texas Ethics Commission.
ARTICLE II: MISSION STATEMENT
The mission of SDSA is to participate in political activities that create a strong and effective voice for the lesbian, gay, bisexual and transgender (LGBT) communities in local and state policy decisions.
ARTICLE III: PURPOSE
The purposes of SDSA are (1) to educate Democratic candidates and officeholders on issues of importance to the LGBT community; (2) to foster the ideals 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 fair-minded Democratic candidates to public office.
ARTICLE IV: MEMBERSHIP
Section 1. Qualifications
To be accepted as a member of SDSA, a person must (a) be at least 18 years of age; (b) submit a signed membership application that includes an affirmation of having a Democratic Party primary election voting history and/or subscribing to the purposes of SDSA; and (c) pay annual dues. Every person who meets the qualifications set forth in this section shall be deemed a member in good standing.
Section 2. Dues
Any changes in the amount of annual dues or dues structure shall be approved by a simple majority vote (more than 50%) of the Board of Directors and ratified by a simple majority vote of the members at a duly called meeting of the membership.
Section 3. Expulsion of Members
Any member whose actions are judged by a majority of the Board of Directors to be prejudicial or detrimental to SDSA may be expelled as a member upon recommendation by the Board of Directors and by a two-thirds vote of those members present and voting at a regularly called meeting of the membership.
Section 4. Voting Rights of Members
Each member shall be entitled to one vote on each matter submitted to a vote of the members. Proxy and absentee voting shall not be permitted.
Section 5. Annual Membership Meeting
The annual meeting of the members of SDSA shall be held in January of each year at the call of the Board of Directors for the purpose of electing officers and members-at-large of the Board of Directors and for transacting other business that may come before the membership. The Secretary shall provide written notice of the date, time and place of the annual meeting to each member not less than 10 nor more than 30 days in advance thereof.
Section 6. Other Membership Meetings
In addition to the annual meeting, meetings of the membership may be held on a monthly basis at the call of the Board of Directors to hear a guest speaker on a timely topic, make announcements and to conduct business. Additionally, meetings of the membership shall be held each election cycle for the purpose of screening and endorsing candidates for public office. The Secretary shall provide written notice of the date, time and place of monthly meetings to all members not less than 10 days nor more than 30 days in advance thereof. If business is to be conducted at such meetings, the notice must include an agenda stating the nature of the business to be conducted. Notice of endorsement meetings shall be governed by the Standing Rules for Endorsements.
Section 7. Quorum for 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 consist of between seven (7) and fifteen (15) elected members, including the four (4) officers listed in Article VI below. Additionally, the immediate past co-chairs may be non-voting ex officio members of the Board. The exact number of Board members shall be determined by the Board prior to the annual membership meeting in January. Each Board member shall serve a term of two (2) years. The terms of a simple majority of the Board members shall expire on January 31 in even-numbered years. The terms of the remaining Board members shall expire on January 31 in odd-numbered years. No Board member shall be elected to more than three (3) consecutive terms. Any Board member who is ineligible for re-election because of term limitations may seek election to the Board again after a hiatus of two (2) years. These term limitations shall apply retroactively to Board members who were elected or appointed prior to the effective date of these Bylaws.
Section 2. Nominations and Elections
Candidates for the Board may be nominated by the Board Development Committee or from the floor at the annual membership meeting. The Board Development Committee shall follow the nominations process set forth in the Policies and Procedures Manual (see Article VIII, Section 7 below) and report to the Board meeting that precedes the annual membership meeting. Board members shall be elected by a simple majority vote of the members who are present at the annual membership meeting at which there is a quorum. All candidates for election to the Board must be members in good standing of SDSA at the time of the election.
Section 3. Vacancies
Any vacancy occurring on the Board for reasons other than expiration of terms may be filled by a simple majority vote of the remaining Board members, 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 the term being filled or until such member's resignation or removal from office. Any member appointed to fill a vacancy of one year or more shall be deemed to have served one full term upon completion of that vacancy.
Section 4. Removal
A member of the Board who fails to attend three consecutive Board meetings or who fails to attend more than half of the Board meetings in a calendar year, is automatically deemed to be removed from the Board. A member of the Board who is removed as prescribed in the preceding sentence may be reinstated to serve the remainder of his or her unfinished term by a majority vote at a Board meeting. Any member of the Board may be removed for good cause by a vote of not less than two-thirds (2/3) of the current Board members present at any meeting. What constitutes 'good cause' shall be set forth by the Board in the Policies and Procedures Manual (see Article VIII, Section 7 below). Written notice of the intention to act upon such matter shall be given to all Board members, including the Board member affected, not less than ten (10) days prior to the meeting at which such action will be taken.
Section 5. Place, Time and Number of Board Meetings
The Board shall meet in February of each year and at least four more times during that fiscal year. Place, time and number of meetings shall be determined at the initial Board meeting in February. Written notice of each Board meeting shall be delivered by the Secretary to each Board member at least five (5) business days prior thereto. The notice of the meeting shall include a proposed agenda for the meeting. Special meetings of the Board may be called by the Co-Chairs or whenever a request is made to the Secretary by any three (3) Board members in writing. Written notice of the special Board meeting shall be delivered by the Secretary to each Board member at least five (5) business days prior thereto and shall include the specific purpose for which the special meeting is being called.
Section 6. Quorum for Board Meetings
A quorum shall consist of a simple majority of the current members of the Board for the transaction of business at any meeting. Each member of the Board shall be entitled to one vote on each matter submitted to a vote. A Board member must be present to vote. Proxy and absentee voting is not permitted at Board meetings. If less than a quorum is present at a duly called meeting, the meeting shall not be called to order.
ARTICLE VI: OFFICERS
Section 1. Elected Officers
The elected officers of SDSA shall be two Co-Chairs of differing genders and/or gender identities, a Secretary and a Treasurer. All officers shall be elected by a simple majority vote of the members present at the annual membership meeting at which there is a quorum. The two Co-Chairs shall be elected in odd-numbered years. The Secretary and Treasurer shall be elected in even-numbered years. Each officer shall serve a term of two (2) years. Officers are subject to the term limitations set forth for all Board members in Article V, Section 1 above.
Section 2. Duties of the Co-Chairs
One or both Co-Chairs shall set the agenda for and preside over meetings of the Board and membership. Both Co-Chairs shall appoint other Board members to organize all standing committees; appoint such other committees as may be deemed necessary with Board approval; may serve as non-voting ex officio member(s) of all committees; shall serve as the official representatives of SDSA and have such other duties as may be assigned by the Board. The Co-Chairs shall be responsible for recruiting and recommending members for the development of the Board of Directors and the management and recruitment of new members for general membership.
Section 3. Duties of the Secretary
The Secretary shall maintain a record of all meetings of the Board, the Executive Committee and of the membership; prepare and disseminate the minutes of all meetings of the Board and of the membership as set forth in the Policies and Procedures Manual (see Article VIII, Section 7 below); assure the issuance of all necessary meeting notices to the Board and membership; and maintain and update the Policies and Procedures Manual containing standing rules, policies and procedures adopted by the Board and the membership. The Secretary shall also be responsible for insuring that the website is maintained, tending to email blasts and other communications, including press releases, calendars, databases and all group correspondence. The Board may assign other duties to the Secretary, as they see fit.
Section 4. Duties of the Treasurer
The Treasurer shall maintain the financial records of SDSA; receive and disburse funds of SDSA; make timely bank deposits and payments to vendors; prepare an annual budget of anticipated revenues and expenses; provide addenda to the budget as required; report the financial status of SDSA to the Board on a regular basis; make an annual financial report to the membership; prepare and file all reports required by the Texas Ethics Commission; prepare all information necessary for periodic audits as may be directed by the Board; and have such other duties as may be assigned by the Board. The Treasurer must be willing to accept personal liability for the timely and accurate filing of campaign finance reports with the Texas Ethics Commission and has veto power over any Board or membership decision that is in violation of state campaign finance laws.
Section 5. Appointment of Assistant Treasurer
The Co-Chairs may appoint another SDSA member as Assistant Treasurer to assist the Treasurer with her or his duties and to act in the absence or disability of the Treasurer. If appointed, the Assistant Treasurer may sign reports to be filed with the Texas Ethics Commission if the Treasurer is not available. If the Treasurer resigns, is removed or is ineligible for re-election because of term limitations, the Assistant Treasurer's appointment ends. The Co-Chairs in their discretion may re-appoint the same SDSA member as Assistant Treasurer after a new Treasurer is elected or appointed. The Co-Chairs in consultation with the Treasurer shall assign specific duties to the Assistant Treasurer. The Co-Chairs in consultation with the Treasurer may terminate the appointment of Assistant Treasurer at any time.
ARTICLE VII: COMMITTEES
Section 1. Executive Committee
The Executive Committee shall consist of the four (4) elected officers of SDSA. The Executive Committee shall have and may exercise all the authority of the Board in the business and affairs of SDSA during intervals between Board meetings. The Executive Committee shall have no power without 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 SDSA to expend any sum in excess of $500.00. Meetings of the Executive Committee shall be held at such time and such place as the Executive Committee may determine. No written notice of any meetings of the Executive Committee shall be required and three (3) members of the Executive Committee shall constitute a quorum for the transaction of business. A copy of any resolution adopted by the Executive Committee shall be presented to the full Board at the next regularly scheduled meeting of the Board.
Section 2. Standing Committees
A Committee will be assembled for Events and Political Relations. All members of the Board of Directors must serve on one of these two committees. General Members shall be recruited by the Co-Chairs to serve in various capacities in these committees.
a. Event Committee. The Event Committee will be responsible for coordinating and recruiting volunteer participation in community events, including marches, parades, festivals and street fairs. The Event Committee shall arrange for the location of SDSA monthly membership meetings and secure guest speakers for these meetings; plan and execute social activities for the membership; and shall be responsible for coordinating all fund raising events for SDSA, including the Annual Banquet. This Committee shall select from its membership a leader, who must be an elected member of the SDSA Board of Directors.
b. Political Relations Committee. The Political Relations Committee shall be responsible for coordinating activities to maintain and enhance relations between SDSA and elected officials and local administrative agencies, as well as the Bexar County Democratic Party and the Texas Democratic Party and shall develop activities to increase LGBT participation in public boards, commissions, elective offices and Democratic Precinct Chairs. The committee shall also be responsible for coordinating the candidate screening and endorsement process during each election cycle; disseminating SDSA lists of endorsements to the LGBT community and community-at-large; and recommending to the Board the scope of the dissemination of the list of endorsements and those candidates or ballot measures which merit financial and volunteer support for SDSA. This Committee shall select from its membership a leader, who must be an elected member of the SDSA Board of Directors.
Section 3. Other Committees
The Board may appoint other committees on either a standing or ad hoc basis as they deem necessary for the conduct of the business of SDSA.
ARTICLE VIII: MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year
The fiscal year of SDSA shall commence on January 1 of each year and end on December 31 of that year.
Section 2. Notice and Waiver of Notice
Notice shall be deemed to be sufficient if delivered in person, by postal mail, e-mail or facsimile transmission on the day of such delivery or transmission. If the deadline for giving notice under these Bylaws falls on a Sunday or postal holiday, notice shall be deemed effective if given on the day immediately following the Sunday or postal holiday. A waiver or 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 the giving of such notice. Actual notice, however, shall always be effective notice.
Section 3. Meetings By Other Means
Members of the Board or members of a committee may participate and hold any meeting required or permitted under these Bylaws by means other than face-to-face meetings (e.g., conference call, telephone polling, e-mail), provided that all Board or committee members are informed of the results of such meeting by other means. Participation in a meeting pursuant to this section shall constitute presence in person at such a meeting.
Section 4. Parliamentary Procedure
The consensus model of decision-making or the rules contained in the current edition of Robert's Rules of Order shall govern the conduct of Board and committee meetings. Robert's Rules of Order shall govern the conduct of all SDSA membership meetings in all situations to which they are applicable and in which they are not inconsistent with these Bylaws and any standing rules.
Section 5. Acceptance of Contributions
Financial contributions to SDSA, whether in the form of dues or other contributions, shall be considered accepted when deposited by the Treasurer. The Treasurer in consultation with the Executive Committee shall determine whether or not to reject a contribution. A contribution that is not accepted shall be returned by the Treasurer to the remitter thereof.
Section 6. Authority to Sign Checks and Contracts
All contracts, bills, notes, checks or other instruments for the payment of money shall be signed or signed and countersigned by such officer or officers designated as decision makers with the Texas Ethics Commission and in such manner as is prescribed by resolution of the Board.
Section 7. Policies and Procedures Manual
The Board shall by simple majority vote establish policies and procedures for the day-to-day operation of SDSA. These policies and procedures shall be contained in a Policies and Procedures Manual and shall include all standing rules. This Policies and Procedures Manual shall be maintained by the Secretary and shall be binding on all persons operating on behalf of SDSA. The policies and procedures may be amended, as needed, by simple majority 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 least one Co-Chair and one other Board member. The resignation shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by either the Co-Chairs 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. Redress of Grievances
The Board shall adopt procedures for redressing grievances from any member of SDSA.
Section 10. Conflicts of Interest
The Board shall provide a policy that addresses conflicts of interest other than those set out in Article IX, Section 1 below.
ARTICLE IX. INTERESTED BOARD MEMBERS, NON-LIABILITY OF BOARD MEMBERS AND OFFICERS AND INDEMNIFICATION
Section 1. Interested Board Members
No contract or other transaction between SDSA and one or more of its Board members or officers, or any firm, partnership, corporation, association or other entity in which one or more of SDSA's Board members or officers are shareholders, members, directors, officers or employees or in which they are otherwise interested, shall be void or voidable by reason of such connection or interest, provided the fact of such interest or connection is disclosed or known to the Board prior to authorizing, approving or ratifying such contract or other transaction. Such interested Board member or members may be counted in determining whether a quorum is present, but may not be counted in calculating the simple majority vote needed to authorize, approve or ratify such contract or other transaction. Such interested Board member or members shall not be liable to SDSA for any profits realized by, from or through such contract or other transaction.
Section 2. Non-Liability of Board Members, Officers and Others In Certain Cases
No Board member, officer, employee, agent, member or non-member volunteer of SDSA shall be liable for his or her acts as such if he or she is excused from liability under any present or future provision or provisions of the Texas Business Organizations Code; and, in addition, to the full extent now or hereafter permitted by the Texas Business Organizations Code, each officer, Board member, employee, agent, member, or non-member volunteer shall in the discharge of any duty imposed or power conferred upon him or her by SDSA, be fully protected if, in the exercise of ordinary care, he or she acted in good faith and in the best interest of SDSA. Good faith shall be presumed as including, but not limited to, when the person acts in reliance upon the written opinion of an attorney for SDSA, the books of account or reports made to SDSA by any of its officials or by an independent certified public accountant or by an appraiser selected with reasonable care by the Board or in reliance upon other records of SDSA.
Section 3. Indemnification
Each person who is or was a Board member, officer, employee or agent of SDSA or is or was serving at the request of SDSA as a Board member, officer, volunteer or agent may be indemnified by SDSA to the full extent permitted or authorized by the Texas Business Organizations Code. SDSA may maintain insurance at its expense for the benefit of any Board member or officer who has acted in good faith and in the best interests of SDSA, as required by law.
Section 4. Income Distributions Prohibited
No part of the income of SDSA shall be distributed to the Board members or officers, nor shall SDSA pay compensation to the Board members and officers for services rendered in such capacity, but SDSA may reimburse legitimate expenses incurred by such individuals. Nothing herein shall preclude officers and Board members from serving as employees or agents of SDSA for hire or from entering into remunerated contracts with SDSA in accordance with the conflicts of interest policies and procedures of SDSA and applicable provisions of these Bylaws.
Section 5. Loans To Board Members And Officers Prohibited
No loans shall be made by SDSA to the Board members or officers.
ARTICLE X: DISSOLUTION OF SDSA
SDSA may be dissolved and its Appointment of Campaign Treasurer terminated with the Texas Ethics Commission upon the affirmative vote of three-fourths (3/4) of the Board members present at a Board meeting at which there is a quorum and the affirmative vote of three-fourths (3/4) of the members present at any membership meeting at which there is a quorum. No vote on the issue of dissolution shall be taken until a Board member raises the issue for inclusion in the agenda at a regular meeting of the Board to be voted on at a subsequent regular Board meeting with fifteen (15) days prior notice to all Board members. Additionally, no vote on the issue of dissolution shall be taken by the membership unless and until notice of the dissolution is given by the Board to all members in good standing at least fifteen (15) days prior to the annual membership meeting or other membership meeting called for this purpose. Upon its dissolution, the net assets of SDSA, if any, shall be distributed to the Texas Stonewall Democratic Caucus or its successor and the Treasurer shall file a dissolution report with the Texas Ethics Commission.
ARTICLE XI: AMENDMENT OF BYLAWS
These Bylaws may be amended, repealed or new Bylaws may be adopted by (a) a vote of two-thirds (2/3) of the current members of the Board at any regular or special meeting of the Board at which a quorum is present with due notice of the substance of the proposed amendments having been given in advance of the meeting and (b) approved by a two-thirds (2/3) vote of the members present at any annual or other membership meeting at which there is a quorum with due notice of the substance of the proposed amendments having been given in the call of the meeting. Once approved by the membership, the amended, repealed or new Bylaws shall become effective immediately, or as provided therein.