BOARD RESOLUTION AMENDMENT OF BYLAWS Lambda Democratic Club of Contra Costa County

WHEREAS, the Board of Directors of the Lambda Democratic Club of Contra Costa County, known herein as The Lambda Dems, deems it to be in the best interest of The Lambda Dems that the following actions be taken by the membership pursuant to this Resolution;

BE IT RESOLVED that pursuant to Article XI of our Bylaws the undersigned Secretary of The Lambda Dems will send out these proposed amendments to our bylaws to our General Membership and communicate the Boards approval of these amendments to the bylaws and recommend the General Membership hereby consent to, approve, and adopt the following:

AMENDMENT OF BYLAWS: BE IT FURTHER RESOLVED, that Article XIII is hereby added in its entirety.

Article XIII Club Representative

XIII.1. Under the club’s charter with the Democratic Central Committee of Contra Costa County (DPCCC), an elected member and the member’s alternate can become voting delegates to the DPCCC according to this Article.

XIII.2. Club representatives to the CDP and the DPCCC – and all other official representatives, delegates and alternates from the Lambda Dems to conferences, caucuses, councils, conventions, and other meetings – shall be selected by a vote of the members in Good Standing. The voting member and alternate to the DPCCC must not already be a voting member of the DPCCC or willing to relinquish their current voting status upon accepting the Club voting member status. The voting members and alternate must be acceptable to the requirements of the DPCCC and will be responsible for submitting the Voting Representatives Application to the DPCCC for their approval. The voting member and applicant will serve at the pleasure of the Board and the Club and their term in office will continue for the remainder of the club’s charter or until replaced by the Club.

XIII.3. Club representatives described in this Article, when participating in voting and discussion in that capacity, shall adhere to and represent the Club’s official position wherever applicable, and shall agree to do so prior to their selection. The voting representative will be encouraged to develop an electronic process to communicate the DPCCC agenda to our club members and shall seek out their opinion whenever possible to guide them when participating in voting and discussion.

BE IT FURTHER RESOLVED that all other provisions of the Bylaws as adopted shall remain in effect and the foregoing amendments shall be incorporated into the standing Bylaws of the Lambda Dems upon passing by the membership.

PASSED AND ADOPTED this the 8th day of September 2018, by unanimous vote of the Board of Directors of the Lambda Dems.

Certified by the Lambda Dems Club Secretary Jack Rednour-Bruckman

Lambda Democratic Club of Contra Costa County By Laws

Bylaws of the LAMBDA DEMOCRATIC CLUB OF CONTRA COSTA COUNTY ARTICLE I NAME I.1. Official Name: The name of the organization shall be the Lambda Democratic Club of Contra Costa County. I.2. Alternative Names: The organization may also be referred to as the Lambda Democratic Club, Lambda Democrats, or Lambda Dems. ARTICLE II ORGANIZATION XII.1. Lambda Democratic Club shall pay applicable charter fee to the Democratic Party of Contra Costa County for initial chartering and every year renewal thereafter. ARTICLE III PURPOSE II.1. The purposes for which the Lambda Democratic Club is organized and established are: II.1.1. To achieve equality for all, particularly for Lesbian, Gay, Bisexual, Transgender, Queer, Questioning and Intersex (LGBTQQI) individuals, and to advance progressive values through the Democratic Party; II.1.2. To work to bring the issue of LGBTQQI rights to the forefront of political campaigns and to lobby for legislation that advances and upholds the rights of LGBTQQI individuals; II.1.3. To work within the Democratic Party and within the community at large to influence Democratic Party policies that affect the LGBTQQI community and to help educate the public about issues related to public policy and the positions of the Democratic Party;


II.1.4. To elect openly LGBTQQI people to public office and to get openly LGBTQQI people appointed to city, county and state boards and commissions. II.1.5. To generate funds for the support and implementation of the Club’s policies and endorsements. ARTICLE IV MEMBERSHIP, VOTING, DUES III.1. Membership: Membership is open to any individual that supports the purpose of the club. III.1.1. Eligibility: To be eligible for membership, the potential member must be registered as a Democrat. If the potential member is not eligible to register to vote, they must affirm that they will register as a Democrat once they become eligible. III.1.2. Member in good standing: A member in good standing is any member whose dues are current and paid. III.2. Voting: All members will be eligible to vote thirty (30) days after receipt of dues. III.3. Proxies: There shall be no proxy voting. III.4. Absentee Voting: Absentee voting is permitted per the “Absentee Voting” procedure as approved by the club. III.5. Dues: Membership dues set as no less than $1 shall be established by the Board of Directors. Membership dues may be payable at any time of the year. A membership year shall be based on the calendar year. Dues renew for existing members on January 1 of each year. ARTICLE V MEMBERSHIP MEETINGS IV.1. Annual Meeting: The annual meeting is held by the end of February of each year. The date, time and place of the meeting shall be set by the Board of Directors. The election of board members and Executive Officers shall take place at the annual meeting. IV.2. General Membership Meetings: Regular meetings of the general membership shall be held at least quarterly unless otherwise determined by the Board of Directors.


IV.3. Special Meetings: Special meetings may be called by the President, a majority of the Executive Board, or upon written request of twenty-five percent (25%) of the members in good standing. IV.4. Notice: Notice of each meeting shall be given to each voting member not less than ten (10) calendar days before the meeting. IV.5. Quorum: A quorum shall consist of ten percent (10%) of the members in good standing or fifteen (15) members whichever is smaller. IV.6. Motions for a Vote of the Membership: The following motions for a vote of the membership shall be in order only if the matter has been published to the membership at least ten days prior to the meeting at which the vote will be held: IV.6.1. Motions of endorsement of candidates and/or ballot propositions IV.6.2. Motions for Officer or Board Member impeachment IV.6.3. Motions amending or repealing the bylaws or adopting new by-laws IV.6.4. Motions to rescind endorsements IV.6.5. Election of club officers and Board Members IV.7. Meeting minutes shall include number of members present at the meetings. IV.8. The club shall hold its meetings at such places that are public and are ADA compliant. Meeting minutes shall contain location for meetings, certifying ADA compliance. ARTICLE VI PROCEDURE AND RULES V.1. Procedure: Agreement through open discussion shall be attempted at all meetings. Robert’s Rules of Order shall govern procedure to the extent that they are consistent with the Bylaws. V.2. Precedent Rules & Regulations: The Lambda Democratic Club of Contra Costa County will abide by the Rules and Regulations set forth in the State Democratic Party Charter and Bylaws and the Club Handbook of the Democratic Party of Contra Costa County. ARTICLE VII BOARD of DIRECTORS


VI.1. Role: The Board of Directors (or “Board”) is responsible for overall policy and direction of the club. VI.2. Size: The Board shall have up to thirteen (13) and not fewer than nine (9) members. VI.3. Board Meetings: The Board of Directors shall meet at least once every two (2) months at an agreed upon time and place. Meetings of the Board shall be open to the membership unless the Board, by a majority vote, calls for a closed session. Discussion at any Board meeting may be limited by a majority vote of the board to members of the board. Actions taken in closed session shall be noticed at the next general meeting of the membership. VI.4. Board Elections: Election of new Board Members or election of current Board Members to an additional term will occur as the first item of business at the annual meeting. Executive Officers and board members will be elected by a simple majority vote of members present. Only members in good standing may be elected to the Board. VI.5. Nomination of Board Members: Nomination of Officers and Board Members shall be opened at the annual membership meeting. Additional names may be placed into nomination in advance of the meeting by submitting them in writing to the Secretary. VI.6. No Majority: If there are more than two candidates for any office and none gets a majority of votes cast in the race, an additional ballot shall be taken between the two candidates with the highest vote counts or if a tie for second highest, all candidates with the two highest vote counts, repeating as necessary until a majority is determined. VI.7. Non-Executive Officers: Among the candidates for Board Members, the persons receiving the highest number of votes shall be elected as long as they receive a simple majority of the votes cast. If there should be a tie for the last position, a second ballot shall be held for that position. VI.8. Assumption of Office: Executive Officers and Board Members shall take office immediately upon election. VI.9. Terms: The term of office of each director shall be two years and thereafter until his or her successor is elected. Successors for directors whose terms of office are then expiring shall be elected at the annual membership meeting of the year such terms expire.


VI.10. Quorum: A quorum of at least fifty-five percent (55%) of the filled Board positions must be present before business can be transacted or motions made or passed. VI.11. Notice: A regular Board meeting requires that all club members receive notice at least ten (10) calendar days in advance. VI.12. Compensation: The Board receives no compensation other than reimbursement for verifiable and approved expenditures. VI.13. Vacancies: When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary ten (10) calendar days in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the term of office of the vacating board member. The Vice President shall serve as Acting President until a President is elected. VI.14. Resignation, Termination and Absences: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excessive unexcused absences from the Board if that member has five unexcused absences or three consecutive unexcused absences from Board meetings in any twelve (12) month period. To obtain an excused absence, the Secretary must be notified of such absence before the start of the meeting. A Board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors. ARTICLE VIII EXECUTIVE COMMITTEE VII.1. Role: The Executive Officers shall be responsible for the day-to-day operations of the organization. VII.2. Officers: The Executive Committee (or “Exec”) shall consist of five Executive Officers: President, Vice President, Secretary, Treasurer and Political Action Chairperson. VII.2.1. President: The President shall: VII.2.1.1. Convene regularly scheduled Board meetings and meetings of the general membership;


VII.2.1.2. Preside or arrange for other members of the Executive Board to preside at each meeting in the following order: Vice President, Secretary, Treasurer, Political Action Chairperson; VII.2.1.3. Report on actions taken by the Executive Board to the general membership; VII.2.1.4. Act as spokesperson for the club. VII.2.1.5. Call special meetings; VII.2.1.6. Appoint chairpersons of all standing committees; VII.2.1.7. Work with the secretary to prepare an agenda for each meeting; VII.2.1.8. Perform any and all other duties necessary or incidental to the office. VII.2.2. Vice President: The Vice President shall: VII.2.2.1. Perform the duties, and exercise all powers of the President when the President is absent or is otherwise unable to act; VII.2.2.2. Work with the treasurer and membership chair to maintain the club charter; VII.2.2.3. Assure that the club is acting in accordance to governmental regulations, the rules of the California Democratic Party, and the Club Handbook of the Democratic Party of Contra Costa County. VII.2.3. Secretary: The Secretary shall: VII.2.3.1. Be responsible for keeping records of Board actions; VII.2.3.2. Oversee the taking of minutes at all Board meetings; VII.2.3.3. Send out meeting announcements; VII.2.3.4. Distribute copies of minutes and the agenda to members before each meeting; VII.2.3.5. Maintain the non-financial assets and records of the club including electronic media and social networking. VII.2.4. Treasurer: The Treasurer shall: VII.2.4.1. Be responsible for filing official campaign statements; VII.2.4.2. Make a financial report at each Board meeting; VII.2.4.3. Chair the finance committee; VII.2.4.4. Assist in the preparation of the budget; VII.2.4.5. Help develop fundraising plans; VII.2.4.6. Make financial information available to the Board Members.


VII.2.5. Political Action Chairperson: The Political Action Chairperson shall: VII.2.5.1. Be responsible for convening and overseeing the business of the Political Action Committee; VII.2.5.2. Be responsible for conducting endorsement meetings for candidate, local and state propositions VII.2.5.3. Inform the General Membership of the PAC’s recommendations for all candidates endorsements and positions on state and local ballot propositions prior to the membership endorsement vote VII.2.5.4. Ensure the PAC makes recommendations to the Board about the endorsement process as well as of contributions of club monies to endorsed candidates and ballot propositions campaigns. VII.3. Election and Terms: At the annual meeting in odd-numbered years, the membership shall elect all officers of the Club for terms of two years and until their successors are elected and qualified. VII.4. Removal from Office: An officer or a board member may be removed from office for such causes as misconduct in exercising his or her duties; neglect of duty in office; affiliation with or registration to vote as a member of another political party or “decline to state”/”no political preference”; public avowal of preference for another political party; or affiliation with an organization that is repugnant to the principles and values of the Democratic Party. VII.4.1. A petition for removal shall be made in writing, be signed by at least five (5) members of the Board or twenty-five percent (25%) of the general membership, state the grounds for the proposed removal, and be delivered to either the President or the Secretary at least three (3) weeks prior to the next Regular Membership Meeting. VII.4.2. Upon receipt of such petition, the members and the accused person shall be informed, and the petition shall be placed on the agenda for the next Regular Membership Meeting. VII.4.3. At said Meeting, the accused person shall be afforded an opportunity to respond to the charges. VII.4.4. Removal shall require a two-thirds (2/3) vote, by secret ballot, of the members present, and, if approved, must be followed immediately by the election of a new Officer or Board member to complete the term of the removed person.

ARTICLE IX  COMMITTEES  VIII.1. Standing    Committees: Each    Board   Member  shall,  in  addition    to  the responsibilities    of  the full    Board,  serve   on  a   standing    committee.  The member  may choose  which   committee   he  or  she would   like    to  serve   and should  report  that    choice  to  the Secretary.  VIII.1.1. Duties:   Each    Standing    Committee   shall   provide leadership  in  its program area    for developing  new projects,   improving   existing    services    and identifying problems    for resolution. VIII.1.2. Scope:    The standing    committees, if  needed, may include but are not limited to: Membership, Programs,   Fundraising,    Communication,  IT, Newsletter/Press    Releases,   website maintenance and Legislative Advocacy.   VIII.2. Ad  Hoc Committees: The Board   may create  committees  as  needed. The Board   President   appoints    Ad  Hoc Committee   chairs  with    the consent of  the members of  the Board.  VIII.2.1. Duration: The size,   duration    and responsibilities    of  such    committees  shall   be  established by  a   majority    vote    of  the Board   of  Directors.  ARTICLE X   ENDORSEMENTS    IX.1. Offices   Endorsed:   Subject to  the requirements    of  the State   Party   Bylaws  and the laws    of  the State   of  California, the Club    may make    endorsements    of  candidates  for elected offices as  well    as  candidates  in  primary elections   for state   and federal offices and for state   and local   ballot  measures    that    have    been    qualified.  To  be  eligible    for endorsement,    a   candidate   must    be  a   registered  Democrat.   IX.2. Notification: No  Candidate   for any political   office  nor any ballot  proposition shall   receive an  endorsement from    the club    unless  the membership  has been    notified    as  specified   in  Article V.  The general membership  of  the Club    may not entertain   any motion  to  endorse a   candidate   for public  office  or  a   ballot  measure until   the official    filing  date    for said    public  office  or  ballot  measure has passed, or  an  early   endorsement is  approved    as  per the Early   Endorsement section below.  Candidates  


as well as ballot propositions must receive at least sixty percent (60%) of the votes cast in order to be endorsed. IX.3. Candidate Questionnaires: Except for statewide or federal offices, all candidates wishing to be considered for an endorsement must complete a candidate questionnaire. The candidate questionnaires shall be prepared by the Political Action Committee and approved by the Board of Directors. IX.4. Candidate Interviews: All Democratic candidates for non-partisan and partisan offices will be invited to appear at an endorsement meeting. The Political Action Committee shall be responsible for conducting the endorsement meeting and for recommending candidates and positions on state and local ballot propositions prior to the membership endorsement vote. The PAC shall be responsible for making recommendations to the Board about contributions of monies to endorsed candidates and ballot propositions campaigns. Ten days following an endorsement process, a slate shall be created and published by the PAC Chair. IX.5. Early Endorsement: A candidate who identifies as a member of the LGBTQQI community may be considered for early endorsement by the membership prior to the close of filing date for any office provided sixty percent (60%) of the current Board members agree on the suitability of doing so. IX.6. Rescission: The affirmative vote of seventy-five percent (75%) of the Board is required to schedule a membership vote of rescission. To rescind an endorsement a two-thirds (2/3) affirmative vote of the total cast will be required. Endorsements may be rescinded only for cause. Cause includes but is not limited to the selective use of the endorsement when the avoidance of the club’s LGBTQQI platform is evident. ARTICLE XI AMENDMENTS X.1. Amendments: These Bylaws may be amended, repealed or new bylaws adopted by a two-thirds (2/3) majority of the membership. Proposed amendments must be submitted to the Secretary to be sent out with Regular Membership Meeting announcements.


ARTICLE XII DELEGATES TO THE CALIFORNIA DEMOCRATIC PARTY PRE-ENDORSEMENT CONFERENCE AND OTHER REGIONAL DEMOCRATIC ORGANIZATIONS XI.1. All delegates and alternates to the California Democratic Party pre-endorsement conference and other regional Democratic organizations shall be appointed by the Board of Directors.
XI.2. Club members who hold dual memberships may only be counted for representation once.
XI.3. Only members in good standing as of the July 1 deadline shall be included on the roster. These Bylaws were approved at a membership meeting of the Lambda Democratic Club of Contra Costa County on Saturday, February 18, 2017. Ratified on 4/25/2017
___________________________ __________________________ Shawn Kumagai Cesar Zepeda Secretary President