Bylaws
Bylaws of the Progressive Democrats of North Carolina
Revised December 6, 2008
ARTICLE I. Name
The name of this organization is the Progressive Democrats of North Carolina, hereinafter “Progressive Democrats” or “PDNC.”
ARTICLE II. Statement of Purpose
The Progressive Democrats of North Carolina pledge themselves to:
1. Forge a strong, active, progressive Democratic Party with grassroots-based campaign strategies and technologies;
2. Work for a more democratic, transparent, and open political process within the Democratic Party;
3. Hold the Democratic Party’s leadership, candidates and elected officials to a greater degree of accountability to the party’s highest ideals in carrying out the party’s policy objectives;
4. Recruit, support and elect Democratic candidates at all levels of public and party offices; who support social, economic, and environmental justice.
5. Work for social, economic, and environmental justice together with national and state progressive action groups;
6. Inspire, involve, and empower progressive North Carolinians to participate in the electoral process;
7. Advocate and promote progressive policies for the health, education, safety and well-being of the residents of North Carolina.
ARTICLE III. Membership
Section 1. In General
a. Membership in the Progressive Democrats shall be open to any voter registered in North Carolina as Democrat or Unaffiliated who openly espouses the PDNC Statement of Purpose and actively supports the policy agenda of the organization. The State Organization of PDNC shall be composed of the members who have paid the prescribed dues as outlined in these Bylaws.
b. No person shall be excluded from membership by age, gender, race, ethnicity, religion, sexual orientation, socio-economic status, or disability.
c. Privileges of membership shall include, but not be limited to: Voting for officers at the local, congressional district and state levels, as determined by county of residence; participation in formulating Progressive Democrat policy and positions on issues of relevance; receiving action alerts via email, mail or phone regarding legislation, policy or other issues of concern to Progressive Democrats; receiving any newsletters or other written or printed material; voting to recommend endorsement of eligible Democrats for local and state offices.
Section 2. Termination of Membership
Membership on the local or state level may be terminated by:
a. A letter of resignation submitted by the member; or
b. If evidence is found that an individual is actively working against the purposes of the PDNC, or is engaging in conduct detrimental to the organization, the member will be notified that a hearing will be held by the membership committee to investigate or mediate a resolution of the problem. If unresolved at a lower level, the state Executive Committee shall determine the status of his/her membership, with two-thirds (2/3) of the members present being required to release the member from membership in the PDNC.
Section 3. Associate Membership
a. Any group, corporation or association who agrees with the PDNC Statement of Purpose and the policy agenda of the organization and is not legally prohibited from engaging in political activity may become an Associate Member at the state level.
b. A Democrat who does not have an affiliated club in her/his area may become a member-at-large by paying dues as prescribed herein. A member-at-large shall have all the rights and privileges of a member of any local Chapter.
c. The State Membership Chair shall present applications for Associates and Members-at-Large to the Executive Committee for approval by majority vote.
d. Associate members shall receive all communications and have all the rights of voting members except they shall not be permitted to vote in officer elections, on policy matters, candidate endorsements, or the distribution of funds (if applicable).
ARTICLE IV. Local Chapters
Section 1. Organization and Affiliation
Any group of at least five (5) persons may organize a Progressive Democrat Chapter in a county without a recognized Chapter by complying with the following requirements:
a. Submitting annually a roster of showing the names and contact information for at least five dues-paying members;
b. Adopting local bylaws and electing officers;
c. Submitting an application for membership, accompanied by a copy of the Chapter’s bylaws and the roster of members in a timely manner to the State Membership Chair;
d. Having the application for Chapter membership approved by the Executive Committee by majority vote.
Section 2. Decertification and Reinstatement
The Executive Committee shall be empowered to de-certify a Chapter for good cause. Any affiliated Chapter which is not in compliance with these Bylaws may be suspended from affiliation by the Executive Committee, subject to the Chapter’s right of appeal. Notice of any proposed decertification shall be provided to the affected Chapter together with the reasons for such action. The chief executive officer of the affected Chapter (or his/her designee) may attend the Executive Committee meeting and respond to the proposed action. Decertification shall require a two-thirds vote of those present at a duly-called Executive Committee meeting. Reinstatement of a Chapter shall require a majority vote, after submitting application for reinstatement, a copy of the Chapter bylaws and payment of per capita dues to the State Treasurer.
Section 3. Chapter Responsibilities
a. An affiliated Chapter shall support the purposes of the PDNC, and shall meet no less than four times annually.
b. The Secretary of each Chapter shall send a list of the newly elected officers with their correct addresses to the State President, Secretary and Treasurer in a timely manner following the election of Chapter officers.
c. Each Chapter shall have authority to decide its own bylaws and rules, provided they do not conflict with the intent and purpose of the state organization. The Executive Committee may adopt a set of Model Bylaws promulgating a general plan of organization for a progressive Chapter.
d. Each club shall submit a roster of its current members to the State Membership Chair by January 31st of each year following the granting of its charter, in order to remain chartered.
ARTICLE V. Dues
Section 1. Payment of Dues
a. Dues assessed from members shall be set by a Chapter in any amount, or by in-kind service qualifications.
b. Each Chapter shall be liable for payment of dues of $3.00 per member to the state organization. A Chapter may collect individual dues from its members or a Chapter may pay the dues of its members.
c. Dues shall be $10.00 per year for members-at-large who are not members of a local Chapter.
Section 2. Payment Calendar
a. For purposes of both membership and financial accounting, the Fiscal Year for both the state organization and local Chapters shall be from January 1 to December 31.
b. Unless altered or amended by the Executive Committee, dues are payable on January 1st of each year and are delinquent on March 1st of each year.
c. Unless altered or amended by the Executive Committee, dues must be paid by May 1st for a Chapter to have qualified delegates to the Annual Meeting.
Section 3. Membership “In-Kind” Qualifications
a. No person should be denied the chance to participate in our political process due to financial reasons. So as to promote grassroots action, a local Chapter may base membership in part on group activity and participation.
b. Fee waivers may be available for individuals who are active participants in local Chapters or clubs and are unable to pay due to economic constraints. For purposes of illustration, “active participation” in the Chapter could be fulfilled by attending at least three meetings in a preceding six (6) month period, or by volunteering at least ten (10) hours in support of one or more Chapter projects, activities or functions.
c. Such members shall submit a yearly statement to the local treasurer requesting a waiver. The member will not be required to justify this request and the treasurer is required to keep all information confidential. Any local Chapter granting membership based on a fee waiver shall pay the state dues for that individual from other local Chapter funds.
ARTICLE VI. Non-Profit Activities
Section 1. Organized Not-for-Profit
a. In seeking to carry out its declared purposes, the Progressive Democrats of North Carolina, as an organization, is irrevocably dedicated to, and operated exclusively for non-profit purposes; and no part of the income or assets of the PDNC shall be distributed to, or inured to the benefits of any individual.
b. No by-law, action of directors, or other transaction shall have the effect of allowing PDNC to participate in transactions or activities which are not permitted to be carried on by an association described in Section 501(c)(4) of the internal Revenue Code I.E. of 1986, which is exempt from federal income taxes, or which would permit any personal or private interest in this organization, except for reasonable allowances for salaries or services actually rendered and for reimbursement in reasonable amounts for expenses actually incurred in attending to the affairs of this organization, or which would permit it to participate in, or intervene in, any political campaign in behalf of, or in opposition to, any candidate for public office unless carried out through an affiliated political committee and only to the extent permissible under Federal and state law.
c. No part of the income or assets of the Progressive Democrats of North Carolina shall be paid or contributed to any of its members except for the reimbursement of actual expenses, reasonable compensation for services, or a contribution for electing a member to office through an affiliated political action committee, any of which must be approved by the officers or Executive Committee of the organization.
Section 2. Distribution of Assets upon Dissolution
Upon dissolution of the PDNC, the Executive Committee shall, after paying or making provision for the payment of all the liabilities of the organization in such a manner, or to such organization or organizations organized and operating exclusively for such purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) (4) of the I.R.C. of 1986, as the Executive Committee shall determine. Any of such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the PDNC is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Section 3. Restrictions on Activities
a. With further respect to the aforementioned purposes, the PDNC as a tax exempt organization shall:
b. distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the I.R.C. of 1986.
c. not engage in any act of self-dealing as defined in Section 4941(d) of the I.R.C. of 1986;
d. not retain any excess business holding as defined in Section 4943(c) of the I.R.C. of 1986;
e. not make any investments in such manner as to subject it to tax under Section 4944 of the I.R.C. of 1986;
f. not make any taxable expenditure as defined in Section 4945(d) of the I.R.C. of 1986.
Section 4. Deductibility of Contributions
Payment of dues and/or the value of contributions to PDNC, as with any political entity, are not eligible for charitable tax deduction.
ARTICLE VII. Meetings
Section 1. Annual Meeting
An annual membership meeting or convention shall be held at a time and place decided upon by the Executive Committee. All officer elections shall occur at the annual meeting.
Section 2. Additional Meetings
Additional statewide membership meetings may be held at such times and places decided upon by the President and approved by the Executive Committee.
Section 3. Notice
The day, time and place of all meetings on all levels shall be publicized fully and in such a manner as to assure timely notice to all interested persons. Notice of the time and place must be provided at least thirty (30) days before the date of any general membership meeting. Posting on the organization’s web site, with individual e-mail notice to each member who has provided the organization with a current email address will constitute adequate notice of any membership meeting.
Section 4. Quorum
The quorum required to conduct the business of this organization at all Executive Committee Meetings where the notice requirements set forth above have been complied with shall be 50% of the members of the Executive Committee including 50% of the Executive Committee members representing chapters. The quorum for the Annual Meeting shall be the same with the addition of seven members. (Adopted by the Executive Committee January 12th at the direction of the December 8th Annual Meeting.)
Section 5. Conduct of Meetings
General membership meetings shall be open to all members. Meetings shall be held in places accessible to all and large enough to accommodate a reasonable estimate of the number of interested persons likely to attend.
ARTICLE VIII. Officers
Section 1. In General
The officers of this organization shall be the President; the Vice President; the Second Vice President; the Third Vice President; the Fourth Vice President; the Fifth Vice President; the Sixth Vice President; Treasurer; and Secretary.
Section 2. Terms
Beginning with the election of officers at the annual meeting in 2006, the elected officers shall serve two-year terms, commencing at the conclusion of the meeting at which they are elected. No person shall be eligible to serve in any one office more than two full terms.
Section 3. Nominations
A Nominating Committee appointed by the Executive Committee shall provide, wherever possible and after a due effort to recruit, at least one candidate for each officer position no less than thirty (30) days before the meeting. Candidates may also be nominated from the floor at an annual meeting provided the candidates are present and agree to serve. All officers will be chosen by ballot.
Section 4. Duties of Officers
President: Presides at all statewide meetings of the membership; appoints chairs and members of standing committees, special committees or task forces established by the Executive Committee; chairs the Executive Committee, acts as spokesperson and official representative for the PDNC. In the event of certification of PDNC as a North Carolina Democratic Party auxiliary organization, the President shall serve as the organization’s representative on the NCDP Executive Committee and Executive Council.
First Vice President (Political Action Chair): Shall serve in the place of the president when the president is absent, incapacitated, or has resigned, and shall serve as chairman of the Political Action Committee.
Second Vice President (Membership Chair): Shall chair a standing committee of five members on Membership, which shall supervise the local Chapters and assist them with accreditation, provide support and mentoring for new local Chapters, review their bylaws, and receive all applications for at-large membership; shall keep the official list of all dues-paying and voting-eligible members; shall regularly send to the Secretary and Treasurer lists of members reported by the Chapters; shall monthly send to the treasurer the dues received from members during the preceding month.
Third Vice President (Outreach Chair): Shall establish and maintain collaborative relationships with progressive non-profits, local political groups and PACs, party auxiliaries, and other organizations with compatible and complementary interests and activities to the PDNC. The Outreach Chair and the Communications Committee shall develop and implement a communications and media public relations plan for the organization; shall oversee the content of the web site; and shall provide advance public notice to the membership and media of impending meetings or actions of the organization; shall maintain a current list of PDNC members who can speak on various topics; shall be the contact person for all entities requesting Progressive speakers or representatives and shall attempt to match speaking requests with PDNC speakers. The Outreach Chair shall establish and maintain collaborative relationships with progressive non-profits, local political groups and PACs, party auxiliaries, and other organizations with compatible and complementary interests and activities to the PDNC.
Fourth Vice President (Policy Chair): Shall chair a standing committee on Public Policy. Annually the Policy Chair and the Public Policy Committee shall publicly review the policy goals, objectives and strategies of PDNC and provide an assessment of the organization’s progress toward achieving the same, whether as development of a policy agenda through the Democratic Party, passage of legislation through the General Assembly, or enforcement of laws and regulations by the Executive Branch. The Policy Chair and the Public Policy Committee will receive all resolutions submitted by Chapters and submit to the Executive Committee recommendations for revising, adding or deleting the PDNC policy goals, objectives and strategies, publish these guidelines and recommendations on the organization’s web site, and carry out an action plan to implement them.
5th Vice President (Website and Communications Chair): Shall develop and implement a communications and media public relations plan for the organization; shall oversee the content of the web site; and shall provide advance public notice to the membership and media of impending meetings or actions of the organization shall maintain a current list of PDNC members who can speak on various topics; shall be the contact person for all entities requesting Progressive speakers or representatives and shall attempt to match speaking requests with PDNC speakers
6th Vice President (Cultural Outreach Chair): Shall develop and coordinate a strategy for identifying and reaching out to cultural workers (musicians, writers/poets, storytellers, dancers, visual artists, dramatists, etc.) and Arts organizations in NC who are working at the intersection of the Arts, creativity and social/political activism. The Cultural Outreach Committee shall work to integrate NC cultural workers in all PDNC events and actions; seek their advice and help in defining and communicating a progressive vision; and invite their collaboration in educational and networking efforts. Cultural Outreach will serve to bridge communities of youth and elders; LGBT and straight; black, white and brown; English speaking and non-English speaking persons, etc. around issues of common concern.
Secretary: Shall chair a standing committee on Rules and Bylaws, be responsible for the all record keeping of the organization, shall attend and take actual minutes of all statewide and executive committee meetings or designate a Recording Secretary to do so. Attached to each set of minutes shall be a list of all officers and Executive Committee members attending each meeting; a list of all speakers; a copy of all motions and proposed resolutions including the names of those both making and seconding each motion; any submitted documents, resolutions, committee reports, and copies of official correspondence. Copies of each set of minutes shall be posted on the web site or otherwise made available to all members within twenty-one (21) days following any meeting.
Treasurer: Shall chair standing committees on Finance and Fundraising. The Finance committee of at least five members shall develop a budget for the calendar year and advise the Executive Committee regarding the financial status of the organization. The Fundraising committee shall be responsible for raising money for the PDNC in an ethical manner; organizing fundraising events, mailings and other development efforts; shall maintain lists of donors and give quarterly updated documents to the Treasurer; and shall fully comply with all North Carolina campaign finance and reporting laws. Fundraising activities shall include fundraising for the PAC, which shall be accounted for separately. All monies and receipts shall be turned over to the Treasurer with full documentation within seven business days for deposit in appropriate account. The Treasurer shall maintain accurate accounts of all financial transactions; shall file in a timely manner any reports required by the N.C. State Committee of Elections for any year or part of year during the treasurer’s term of office; and shall arrange for an annual audit conducted by a certified public accountant.
Section 5. General Duties
Officers shall attend and provide activity reports to any meetings of executive committees, membership meetings, and standing committees, or shall designate some member of an applicable committee to attend and carry out required duties and responsibilities. All officers shall diligently see that all records in their possession are timely transmitted to their successors.
Section 6. Removal from Office
The Executive Committee shall have the authority to remove any PDNC officer from office upon a two-thirds vote of its membership. A petition seeking such removal must be filed by five members of the Executive Committee, setting forth grounds for removal amounting to nonfeasance or malfeasance of their official duties, or other behavior to the detriment of the organization. Notice of consideration of said petition shall be a stated agenda at a properly called meeting, at which the petitioners and the affected officer shall both be given a full and fair opportunity for presenting evidence and arguments to the Executive Committee.
Section 7. Vacancies
The Executive Committee shall be authorized to fill any vacancy occurring in any office for the remainder of that officer’s regular term.
ARTICLE IX. Executive Committee
Section 1. Composition
There shall be an Executive Committee consisting of all Chapter representatives, the officers of the organization, the Immediate Past President, and the PDA State Representative for NC. The Executive Committee shall act on behalf of the membership and the organization between Annual Meetings.
Section 2. Duties
The Executive Committee shall perform all administrative duties assigned to it in these Bylaws. It shall annually adopt a budget upon the recommendation of the finance committee and shall be responsible for authorizing all special appropriations of funds. The Executive Committee shall authorize any temporary or special committees or task forces it deems appropriate. It shall specify the number of members to be appointed by the president and the term of such members. It shall determine the work-product required of each committee and shall set dates for the submission of progress reports and a final report.
Section 3. Governance and Meetings
a. The PDNC President or First Vice President shall chair the Executive Committee, or in their absence the executive committee shall elect a chairman from among its membership.
b. The President, or any two other officers, or any five Chapter Representatives, may call meetings of the Executive Committee provided a minimum of seven (7) days’ notice is provided.
c. The Executive Committee shall meet at least quarterly; telephone conference calls and email roll-call voting are acceptable substitute for to avoid additional meetings. Votes taken by such means shall have the same effect as if taken at an Executive Committee meeting.
d. Any member residing more than 100 road miles from the location of an Executive Committee meeting may designate a proxy to attend that meeting in his or her place. The proxy may be any PDNC member who resides in the same geographical region (mountains, piedmont, or coast) as the absent Committee member.
e. A quorum shall consist of three elected officers and a majority of the District representatives or their proxy/ designees.
f. Attendance of the individual holding the absent member's proxy shall count towards constitution of a quorum, and that individual may vote for the absent Executive Committee member at that meeting. However, no individual may have more than one vote or count for more than one person in constituting a quorum at any given meeting.
g. A majority vote at any Executive Committee meeting shall determine any question.
Section 4. Conflicts of Interest
Officers and Executive Committee Members shall declare the existence of any direct or indirect conflict of interest, financial or otherwise, disclose its nature on the record, and abstain from voting on that matter. A conflict of interest transaction must be approved by a majority of all the members of the Executive Committee or any Executive Committee members who do not have any conflict of interest in the matter being considered. With regard to candidate endorsements, officers and political action committee members are required to declare and rescue themselves from any decision where they have a conflict of interest which shall include, but is not limited to: a leadership position in the campaign, significant public participation in the campaign, or direct financial interest (which does not include individual contributions to the candidate), that would give rise to an appearance of conflict.
ARTICLE IX. Political Action Committee
Section 1. Progressive Democrat Political Action Committee
The standing committee on Political Action shall be chaired by the First Vice President and shall consist of twelve additional members appointed by the Executive Committee. At least half of the members of the PAC shall be PDNC officers or members of the Executive Committee. The PAC shall adopt operating procedures as needed for its internal organization and operation.
Section 2. Duties
The PAC shall seek out, endorse, support and allocate funding to progressive candidates, and allocate funds to all efforts compatible and legal in support of the work of the PDNC. The PAC will research candidates on the basis of their character, qualifications for office, past and present commitment to progressive issues, their pledge to actively campaign on progressive issues, their willingness to raise money for their campaign, and if elected, to promote progressive issues through their speech and sponsorship of legislation and to champion progressive issues while in office.
Section 3. Candidate Endorsements
Based upon its research the PAC shall evaluate each contested race and recommend to the PDNC Executive Committee those candidates that, in its opinion, best represent the Progressive purpose and values of the PDNC. The Executive Committee may thereafter at a public meeting affirm, reject or reconsider said endorsements before making any official endorsement or distributing campaign funds. All recommendations of the PAC for candidate endorsement shall be posted on the official web site together with a notice of the time and manner of Executive Committee meeting or meeting at which they are to be considered.
Section 4. Restrictions on Endorsements
a. In partisan elections, the PAC shall endorse only Democrats considered to be progressive. If no Democrat has filed in that contest, the PAC may endorse a progressive unaffiliated candidate.
b. The PAC may endorse progressive Democrats in primaries but shall not endorse any candidate in another party's primary.
c. In non-partisan elections, the PAC may endorse progressive registered Democrats or progressive unaffiliated candidates.
Section 5. Contributions
The extent of individual campaign contributions shall be determined by the Executive Committee and shall not exceed the limits imposed by North Carolina elections law.
ARTICLE XI. Platform and Resolutions
Section 1. Platform
The organization shall have a permanent platform that is subject to amendment at any statewide meeting of the organization provided that a copy of all platform proposals are made available to the membership along with the agenda provided thirty (30) days prior to the meeting at which any proposal is to be considered. Proponents of platform proposals shall be encouraged to support their recommendations with position papers.
Section 2. Resolutions
Any Chapter may submit resolutions to be considered at any statewide meeting of the PDNC provided that complete copies of the same are included as attachments to the notice and agenda provided prior to the meeting. All resolutions shall include language addressing to what specific governmental agency or other institution the resolution speaks and directing which officer of the PDNC may have responsibility for communicating and/or affecting the resolution and following-up in a report to the membership upon the response given. Proponents of resolutions shall be encouraged to support their proposals with position papers.
ARTICLE XII. Committees
Section 1. In General
There shall be two types of committees: Standing and Special. The President, in consultation with the Executive Committee, shall name committees and committee chairs, and the Committee may delegate responsibilities and duties to these Committees.
Section 2. Standing Committees
a. Nominations
b. Rules and Bylaws
c. Political Action
d. Membership
e. Outreach
f. Policy
g. Website and Communications
h. Cultural Outreach
Section 3. Committee or Task Force Procedure
a. Standing Committee and Task Force missions, goals and objectives shall be proposed in writing and approved by the Committee.
b. While maintaining communication with the Committee, Standing Committees and Task Forces shall be allowed the authority and discretion to implement approved missions and projects.
c. Any Officer may recommend to the Committee that a Standing Committee or Task Force be disbanded if it has ceased to function. .
d. President, in consultation with the Executive Committee, may require any committee or task force, to present a written report of its activities and address questions.
e. Standing Committees and Task Forces shall have a liaison on the Executive Committee. If a Standing Committee or Task Force does not contain a member of the Executive Committee, then the Executive Committee may appoint one of its members to be a liaison to the General Committee or Task Force.
f. Standing Committees and Task Forces will make decisions by a simple majority vote except when the elections committee is voting on endorsements of candidates or referenda where a 2/3 vote will be required.
g. Standing Committees and Task Forces will elect a chairperson or co-chairs from among their members annually and notify the Executive Committee of their selection.
ARTICLE XIII. Procedure
Section 1. Rules Governing Business
The order of precedence for rules and procedures governing all business conducted at membership and Executive Committee meetings shall be:
These Bylaws;
Rules of the Day or Special rules adopted by the Executive Committee or a Committee or Chapter for its own governance;
Robert’s Rules of Order, Newly Revised.
Section 2. Decision-making process
In meetings at all levels, whether local or state, Executive Committee or membership, PDNC shall attempt to reach consensus before moving to other modes of decision-making. Consensus for purposes of this organization is defined as approval by "aye" vote of not less than 80% of eligible persons, with a maximum of 20% abstentions and no "nay" votes. After a minimum of ten minutes of effort to reach consensus, and upon a motion and two seconds to the motion, the body may move to parliamentary decision-making as provided above.
Section 3. Special or Supplemental Rules
Copies of any proposed special or supplemental rules shall be provided to each member as attachments to the notice and agenda provided at least one week prior to the meeting where they are to be presented for consideration and adoption.
Article XIV. Auxiliary Status
The PDNC may apply to the North Carolina Democratic Party for recognition as a chartered auxiliary and, if chartered, shall comply in all respects with the rules and regulations set forth in the North Carolina Democratic Party Plan of Organization regarding auxiliary or affiliate organizations. However, the existence and program of the PDNC shall not be dependant upon recognition of the North Carolina Democratic Party as an auxiliary.
Article XV. Amendments
Amendments to these By-laws may be officially submitted for consideration only if signed by at least three (3) Executive Committee members, or if such amendments are duly adopted by an organized chapter and signed by the Chapter Representative. Amendments may be adopted by majority vote of the members present at a meeting of the membership.
#
#
