Bylaws

Amended March 17, 2025

Article 1 – Name and Principal Office

Section 1 Name

The name of this unincorporated association must be the Noe Valley Democratic Club, hereinafter (“NVDC”).

Section 2 Principal Office

The principal office of this unincorporated association must be located within Noe Valley at the address of the President. The Executive Board may change the principal office from one location to another within Noe Valley by noticing the changed address and effective date and such changes of address is not deemed an amendment of these Bylaws.

Article 2 – Definitions

a) The NVDC boundaries as established by the membership includes, as defined below, Noe Valley and also parts of Glen Park, the Mission, and Eureka Valley.

NORTH: 19th Street from Market Street to Mission Street

WEST: Market Street and Portola Drive to O’Shaughnessy Boulevard

SOUTH: O’Shaughnessy Boulevard and Bosworth Avenue to Mission Street

EAST: Mission Street to 19th Street

c) Meeting refers to the monthly membership meeting as designated by the Executive Board for which proper notice of the change has been provided to the membership. Except in the event that NVDC has been inactive for one year or greater, proper notice is advance notice of five days before the scheduled meeting and provided via electronic mail to members on the NVDC distribution list and posting on the NVDC website.

e) Democratic Party means the regularly organized political party.

f) Open Meeting means meetings at which both members and the public may attend. Closed meetings are those at which only members may attend.

g) Robert’s Rules of Order refers to the Parliamentary Procedure text that is utilized by the NVDC as the guide to conducting meetings of the general membership and properly authorized Committees. Any disputes relating to procedures or recognition that arise during such meetings will be resolved in accordance with Robert’s Rules of Order.

Article 3 – Purposes

The primary objectives and purposes of the NVDC are as follows:

a) To share a vision of a Democratic Party that believes government at all levels must be responsive and accountable to the needs of all people.

b) To work to make Noe Valley, our neighboring communities and our City livable, affordable and reflective of the rich diversity of its residents.

c) To strengthen the political voice of Noe Valley through encouragement of active participation in the electoral process.

d) To register voters and encourage all registered voters to exercise their franchise.

e) To conduct educational programs about candidates and issues facing the electorate.

f) To organize and involve the residents of Noe Valley in issues affecting our interests.

g) To review and advocate or oppose measures that the NVDC believes to be of interest to our community.

h) To endorse propositions and candidates for office and actively work for those that the NVDC endorses.

Article 4 – Code of Conduct

The Club will abide by the California Democratic Party Code of Conduct

b) The Club will abide by the Code of Conduct and Policies for Sexual Assault and Harassment for the San Francisco Democratic County Central Committee.

Article 5 – Membership

Section 1 Membership

a) A member is any person who is a registered Democrat, completes a club membership form and pays annual dues. Membership commences immediately upon payment of dues.

b) For purposes of the State Democratic Party, "a member in good standing" of the Noe Valley Democratic Club can be a "Regular" member or a "New" member. These categories are defined in Article 4, Section 2 below.

Section 2 Categories of Membership

There are three categories of members in the NVDC as follows:

a) Regular Member

b) New Member

c) Affiliate Member

A Regular Member is any registered Democrat who subscribes to the purposes of the NVDC, is registered to vote at any address within Noe Valley as identified in Article 2 above, has paid the current year’s dues, has been a member for at least 90 days, and has attended at least 3 qualifying meetings

A New Member is any registered Democrat who subscribes to the purposes of the NVDC, is registered to vote at any address within Noe Valley as identified in Article 2 above, has paid the current year’s dues, but has not met the requirements to be a Regular Member.

An Affiliate Member is any registered Democrat who subscribes to the purposes of the NVDC and paid the current year’s dues. But an Affiliate Member is not eligible to be a Regular Member because they reside outside Noe Valley. Affiliate Members may attend and speak at any meeting of the NVDC. For purposes of internal NVDC business, Affiliate Members may not vote, make motions, or serve as voting officers.

Section 3 Rights of Regular Members

Regular Members who are voting eligible may vote at any meeting, make or second motions, hold office or serve on the Executive Board.

Article 6 – Dues

Changes to the dues shall be proposed by the Executive Board and voted on by membership. A simple majority (50% + 1) of voting Regular Members is sufficient to change the amount of the NVDC dues.

Article 7 – Meetings and Voting

Section 1 Regular Member Voting Eligibility

Only Regular Members who have paid the current year’s dues and attended at least one qualifying meeting within 12 months of a club election may vote in that election.

Section 2 Proxy Voting

The NVDC does not permit proxy voting.

Section 3 Electronic Ballots

All voting must occur through electronic ballots unless otherwise specified by the Executive Board with notice to the membership.

Section 4 Annual Meeting

Each year, at a date to be determined by the Executive Board, the NVDC must hold an annual membership meeting where nominations for the Executive Board are presented. Regular Members may nominate officers to serve for the following year. Nominations may occur at the meeting or in advance via email to the Executive Board. The meeting may also include such items as changes to the Bylaws and other matters of operation of the NVDC. The election of officers must occur within two weeks of the Annual Meeting via electronic ballots unless otherwise specified by the Executive Board with notice to the membership, as specified in Article 7, Section 2..

Section 5 Regularly Scheduled Meetings

The NVDC must hold regularly scheduled meetings at a time and place as set by the Executive Board and properly noticed as outlined in Article 2 above.

Section 6 Special Meetings

Special meetings may be set by the Executive Board or at the request of fifteen (15) Regular Members. The Secretary must notice all Special meetings. Proper notice for Special meetings must be advance notice of not less than 48 hours via electronic mail to members on the NVDC distribution list and posting on the NVDC website.

Section 7 Quorum

For all actions that require a vote of Regular Members there must be a minimum of fifteen (15) Regular Members present or 15 votes cast by Regular Members if voting electronically.

Article 8 – Officers

Section 1 Number of Officers

NVDC shall have up to five (5) permanent officers: President, Vice President, Recording Secretary, Treasurer, and Corresponding Secretary.

Section 2 Qualification, Election, Term of Office and Vacancies

Any Regular Member may serve as an officer of NVDC. Officers must be nominated at the Annual Meeting of NVDC. The slate must be sent to all members and the vote will occur electronically unless otherwise specified by the Executive Board with notice to the membership no later than two weeks following the Annual Meeting. All officers will serve for a term of one (1) year or until an officer resigns, is removed or is otherwise disqualified. Officers may serve up to sixty (60) additional days in the event that the annual officer election is delayed. Election of club officers requires a simple majority vote of the Regular Members. In a contested election, if one candidate does not receive a majority of the votes, there must be a run-off between the top two candidates. In the event of a vacancy, the President may appoint a Regular Member to be an officer to serve the unexpired term until the next annual election or until there is ratification at the next scheduled general meeting. The only exception to the rules around officer nomination and eligibility in this Section 2 is Section 3 below providing for ex-officio officers.

Section 3 Ex-Officio Officers

At the discretion of the Executive Board, the past president of the Executive Board may serve as ex-officio without a new election for a period of one (1) year after their term ends. Other persons may be appointed by the Executive Board to serve as ex-officio as needed, with terms not to exceed one (1) year. There shall be no more than 2 ex-officio officers at any time. All ex-officio officers shall be non-voting members of the board.

Section 4 Duties of the President

The President serves as the chief executive officer of NVDC and chairs the Executive Board. They preside at regular and special meetings of the general membership. The President serves as the spokesperson for NVDC. They may, in the name of NVDC, execute contracts, checks, or other instruments that the membership may authorize.

Section 5 Duties of the Vice President

In the absence of the President, or in the event of their inability or refusal to act, the Vice President performs all the duties of the President, and when so acting has all the powers of and is subject to the restrictions on the President and other officers. The Vice President presides over endorsement meetings.

Section 6 Recording Secretary

The Recording Secretary keeps the records of NVDC, including Bylaws, minutes of the regular and special meetings. All committees must furnish any minutes and other reports to the Recording Secretary for the NVDC files. In cooperation with the Treasurer and other Board Members, the Recording Secretary must maintain a record of the current members of the NVDC and their addresses, e-mails and telephone numbers.

Section 7 Treasurer

The Treasurer is the chief financial officer of NVDC. S/he has charge and custody of, and be responsible for, all funds of NVDC, and deposit all such funds in the name of NVDC in the bank selected by the officers of NVDC. S/he receives and gives receipts for all monies and dues payable to NVDC from any source whatsoever. S/he disburses the funds of NVDC and keeps and maintains adequate and correct accounts of NVDC. S/he must exhibit at all reasonable times the books and account and financial records of NVDC to any Board Member who requests them. S/he must prepare all filings with all appropriate Elections Departments as required of all political clubs by local, state and federal elections statutes and regulations. Conditional on the consent of the President, the Treasurer may delegate portions of these duties to a third-party accounting or financial services professional firm.

Section 8 Corresponding Secretary

The Corresponding Secretary shall oversee external club communications including, but not limited to NVDC newsletter, social media, and email correspondence with members.

Article 9 – Removal and Resignation of Officers

Section 1 Removal of Officers

An officer may be removed, either with or without cause, by the following means:

a) A vote of the Executive Board at a meeting after at least five (5) days written, telephone or email notice.

b) A petition to recall signed by twenty-five percent (25%) of the Regular Members will trigger a vote of the members. An officer will be removed if a vote of at least 60% of voting members is achieved.

Section 2 Resignation

Any officer may resign by giving written notice to the President of NVDC or the Executive Board.

Article 10 – Committees

Section 1 Executive Board

The officers and past president of NVDC constitute the Executive Board. The duties of the Executive Board include managing all the affairs of the NVDC between general membership meetings. This includes setting agendas, proposing bylaws amendments and other rules for NVDC, filling vacancies, expending club funds, as well as making any decisions regarding action to further the functioning of NVDC. The Executive Board may also make recommendations on endorsement voting that are communicated to membership.

Section 2 Standing Committees and Ad-Hoc Committees

The Executive Board may set up committees from time to time as needed to act in an advisory capacity.

Article 11 – Club Endorsements

Section 1 Endorsements

NVDC may endorse candidates, ranked slates of candidates (for races in which the winner will be chosen by the ranked choice process) and propositions consistent with NVDC’s purposes. NVDC must not endorse any candidates for office who are not registered Democrats. In order for NVDC to endorse a candidate or proposition, at least sixty percent (60%) of the votes submitted must support that candidate or proposition.

Section 2 Endorsements in Ranked-Choice Races

Ranked-Choice voting was passed by the voters as an amendment to the City Charter in March of 2002. Ranked-choice voting allows San Francisco voters to rank up to three candidates for a single office. Ranked-Choice voting is used to elect the Mayor, District Attorney, Sheriff, City Attorney, Treasurer, Assessor-Recorder, Public Defender and Members of the Board of Supervisors. If the race is a Ranked-Choice race with three or more candidates, the Executive Board will determine an appropriate endorsement voting system to allow members to vote on one or multiple candidates for endorsement, using reasonable efforts and available tools. To receive an endorsement, any candidate will have to achieve at least 60% of the votes of the members voting for that position.

Section 3 Rescission of an Endorsement

A club member must make a motion for reconsideration to rescind an endorsement. A motion for reconsideration requires a two-thirds (2/3) vote of the Regular Members present at a meeting. After a motion for reconsideration passes, NVDC must vote on whether to rescind a club endorsement. The rescission of an endorsement requires a sixty percent (60%) vote of the Regular Members present and voting. A quorum of fifteen (15) Regular Members is required for all actions under this section.

Section 4 Endorsement Recommendations

At its discretion, the Board may present both candidate and ballot information and recommendations to members prior to endorsement voting.

Article 12 – Selection For Representatives At California Democratic Party Pre-Endorsement Conferences

Section 1 The Noe Valley Democratic Club Executive Board must choose the representatives for pre-endorsement conferences. Any representative chosen must be a "member in good standing" as defined in Article 4, Section 1, subsection b, of the Noe Valley Democratic Club by-laws.

Section 2 The Noe Valley Democratic Club must provide a roster of only “members in good standing” to the Chartering Authority and the Regional Director.

Article 13 – Execution of Instruments, Deposits and Funds

Section 1 Execution of Instruments

The Executive Board may authorize any officer or agent of NVDC to enter into any contract or execute and deliver any instrument in the name and on behalf of NVDC. Unless so authorized, no officer or agent must have any power or authority to bind NVDC by any contract or engagement or pledge its credit or render it liable monetarily for any purpose or in any amount.

Section 2 Deposits

All Funds of NVDC must be deposited at regular intervals in an account of NVDC in such banks as the Executive Board may select.

Section 3 Gifts

The Executive Board may accept on behalf of NVDC any contribution, gift, bequest or devise for the public purposes of NVDC.

Article 14 – Corporate Records and Reports

Section 1 Maintenance of Records

NVDC must keep the following records:

a) Minutes of all meetings of the members, officers and committees: these must contain the time and place of such meetings, whether a regular or special, how called, the notice given and the names of those present and the proceedings.

b) Adequate and correct books and records of accounts including assets, liabilities, receipts, disbursements, gains and losses.

c) A record of all members including names, addresses, e-mail addresses, telephone numbers and the category of membership held by each member and the termination date of any membership.

d) A copy of the bylaws and charter

Section 2 Officers’ Inspection Rights

Every officer has the absolute right at any reasonable time to inspect and copy all books, records and documents of NVDC.

Section 3 Privacy Policy

All records of NVDC including the membership list are subject to privacy and may not be disseminated to third parties for purposes of profit, advertising, or any other purpose, unless the membership is consulted at a Regular meeting.

Article 15 – Annual Report to Membership

An annual report to the membership must include:

a) Listing of assets and liabilities

Expenses and Disbursements of NVDC

Article 16 – Fiscal Year

The fiscal year of NVDC is the calendar year, January 1 to December 31.

Article 17 – Indemnification

To the extent that a person who is, or was, an officer or other agent of NVDC is successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such officer or other agent for activities undertaken or failures to act as officer or agent for NVDC, such officer or other agent must be indemnified against expenses actually and reasonably incurred; provided, however, that NVDC’s obligations under this Article 15 must not exceed Five Thousand dollars ($5,000)

Article 18 – Amendment of Bylaws

Subject to any provision of the law applicable to the amendment of bylaws by political clubs, these Bylaws may be altered, amended or repealed and new Bylaws adopted as follows:

Bylaws changes may be proposed by the Executive Board at a meeting of the NVDC or at such time as the Executive Board may propose to comply with changes in the law or other exigencies. Written proposed changes must be sent to all members by email at least ten (10) days before a vote or before the distribution of a ballot. At least fifteen (15) Regular Members must vote on bylaws changes and all proposals for Bylaws changes require a sixty percent (60%) vote of the Regular Members voting.

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