Article 1. Name and Affiliation
The name of the Corporation is “ Montgomery County Young Democrats (hereto referred to as MCYD), a Maryland tax exempt, nonstock corporation.
Article 2. Purpose
The Montgomery County Young Democrats shall be an organization that strives to educate and motivate the youth of Montgomery County to become involved in the political process. This shall be accomplished through training in leadership techniques, promoting progressive ideals, encouraging members to get involved in campaigns or running for office , and being a voice on issues important to young people and the citizens of Montgomery County.
Article 3. Membership
Section 1. The Corporation shall have one class of members consisting of any individual who has not reached his or her thirty-sixth (36th) birthday, has paid the annual fee of $10 (or as otherwise determined by the Executive Board for any given year by a majority vote), and who either:
Section 2. Full membership benefits in the MCYD includes:
Section 3. Members shall be considered in good standing after payment of dues to the treasurer, based on a January to December cycle.
Section 4. Honorary, and other non-full, membership shall be made available to any individual who is committed to the ideals of the organization, who does not meet the criteria for membership defined in Article 3, Section 1, and has paid dues in the amount determined by the Executive Board for any given year by a majority vote per calendar year. Honorary membership includes the benefits listed in Article III, Section 3 with the exception of full voting rights.
Article 4. Elected Officers
Section 1. Directors and Officers. The officers of the MCYD shall serve as the Directors of MCYD shall consist of six (6) members, including a President, Executive Vice President, Vice President of Membership, Vice President of Programming, Vice President of Communications, and Vice President of Finance. These officers shall be elected in accordance with the MCYD Bylaws. These officers shall comprise the Executive Board. Candidates must be MCYD members in good standing.
Section 2. Duties and Powers. The management powers of MCYD shall be vested in the Executive Board which shall have charge, control and management of the property, affairs and funds of MCYD, and shall have the power and authority to do and to perform all acts and functions not inconsistent with these Bylaws, the Articles of Incorporation, or state and Federal law. The duties of the Executive Board shall include, but are not limited to:
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1. The transaction of all Corporation business.
2. The appointment of such agents or committees as it may deem necessary in addition to any standing committees prescribed by these Bylaws from time to time, and the fixing of duties, powers and tenure of such appointees.
3. The employment of such persons as it may deem necessary, and the fixing of duties, powers, and compensation of such employees.Inclusion in any political or social function organized by or for MCYD.
Section 3. The President shall function as chief executive and administrative officer of the MCYD, and shall preside over all regular, special, and Executive Board meetings. The President shall make all appointments of members in good standing, with majority consent from the Executive Board, and shall serve as representative for the organization at all official functions.
Section 4. The Executive Vice President shall assume all responsibilities of the President in case of unavailability or absence. The Executive Vice President shall assume automatically the office of President should a vacancy occur during the term of office. The Executive Vice President is responsible for assisting in the coordination of all committees, and is responsible for ensuring the smooth function of the MCYD.
Section 5. The Vice President of Membership shall be responsible for attracting and enrolling new members. S/he shall work with the Vice President of Programming to plan and execute activities geared toward increasing membership. In the event that both the President and Executive Vice President are unable to fulfill their duties, the Vice President of Membership shall perform the function of Interim President until a special election is held.
Section 6. The Vice President of Programming shall be responsible for planning and executing social and educational events for YDMC and community members. S/he shall work with the Vice President of Finance to ensure that the MCYD can fund planned activities, and assist the Vice President of Membership with events targeted at increasing membership.
Section 7. The Vice President of Communications
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1. The Vice President of Communications shall collaborate with the Vice President of Membership and the Vice President of Programming to promote MCYD and its events. S/he is responsible for media outreach, publicity and club communications.
2. Vice President of Communications shall also serve as the Secretary of MCYD. The Secretary shall have custody (or arrange with Counsel to maintain custody) of the Articles of Incorporation, Bylaws and such other books and records of the Corporation as the Executive Board shall direct. The Secretary shall record all votes and minutes of all meetings of the Board, shall maintain correspondence files and other corporate records, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and shall perform all such other duties as may from time to time be imposed by the Board.
Section 8. The Vice President of Finance shall be the chief financial officer of MCYD and be responsible for all financial, treasurer, and accounting and auditing responsibilities of MCYD, including but not limited to the duties listed herein. The Vice President of Finance shall receive and disburse all funds of the MCYD and deposit all monies in an accredited banking institution in the name of "Montgomery County Young Democrats." The Vice President of Finance shall retain all financial records, and shall have a detailed financial report available at each membership meeting. The only members allowed to sign disbursement checks will be the Vice President of Finance and the President. S/he shall also oversee fundraising efforts for the organization.
Article 5. Appointed Officers
Section 1. The President shall have the power to appoint the following positions: High School Liaison(s), College Liaison(s), Union Liaison(s), Minority Caucus Liaison(s), Womens Caucus Liaison(s), Central Committee Liaison(s), Legislative Liaison(s), Issue Committee Chairs and Legislative District Captains. All other appointments by the President shall require a two-thirds (2/3) majority vote of the Executive Board.
Article 6. Elections, Impeachment, and Vacancy
Section 1. Elections shall be held at the January membership meeting. Candidates should declare their candidacy to the President at least two weeks prior to the election. The membership of the MCYD shall be informed of the time and place of the election at the December meeting and informed of the declared candidates a week prior to the election.
Section 2. An officer is elected by a simple majority of full members in good standing present at the election. Two volunteers who are not running shall supervise the elections. Newly elected officers shall take office immediately upon election. The outgoing President shall record his/her vote, but it will not be cast in the first round of voting. This is hereby referred to as a “pocket” vote. If a simple majority is not reached in the first round, then there will be a runoff round between the candidates with the two highest vote counts. In the event of a tie, the outgoing President shall cast his/her predetermined “pocket” vote. The officers will be elected in the order they are mentioned in Article 4 of this Constitution.
Section 3. Officers of the MCYD are subject to impeachment and removal from office for misfeasance, malfeasance, or nonfeasance of assigned duties. Nonfeasance is considered automatic upon failure to attend three consecutive regularly scheduled membership meetings of the MCYD.
Section 4. A two-thirds (2/3) majority of the Executive Board or upon signed petition by one-third (1/3) of the membership is required to bring impeachment proceedings against an officer. A three-fourths (3/4) majority vote of full members in attendance at the impeachment proceedings and in good standing is necessary to remove an officer.
Section 5. Any vacancy on the Executive Board, whether by death, resignation, impeachment, inability to serve, or as a result of an increase in the members of the Executive Board shall be filled by a majority vote of the remaining members of the Executive Board. A member of the Executive Board elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office and until his successor is elected and qualified. A member of the Executive Board elected to fill a vacancy as a result of an increase in the number of members on the Executive Board shall serve until the next annual meeting or until his successor is elected.
Section. 6. Each member of the Executive Board shall serve for a term of one (1) year, or until his or her successor is appointed or elected and qualified.
Section 7. No member of the Executive Board shall receive compensation for his or her services as a member of the Executive Board; provided, however, that reasonable expenses incurred by such member on account of MCYD in the course of the performance of his or her duties may be reimbursed. In no event shall any part of the net earnings of MCYD inure to the benefit of any member of the Executive Board or other director or elected or appointment office of MCYD, or to the benefit of any individual or stockholder, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or any corresponding provisions of any subsequent internal revenue laws. A member of the Executive Board may be a salaried officer of MCYD.
Article 7. Meetings
Section 1. Monthly Membership Meetings. Monthly membership meetings or events shall be held every month unless otherwise determined by a majority of the Executive Board. The membership shall be notified of each meeting of the MCYD at least two weeks prior to the meeting.
Section 2. Executive Board Meetings. Executive Board meetings should be held at least twice a year.
Section 3. Annual Membership Meeting. The Annual Membership Meeting will be help annually in the month of January for the purpose of electing a new Executive Board, as per the requirements set out in these Bylaws.
Section 4. Meetings shall be accessible, if at all possible, to any member or guest with special needs.
Article 8. Endorsements
Section 1. The MCYD shall not endorse or support the candidacy of any person for public office prior to the nomination by the Democratic Party, except upon a two-thirds (2/3) majority vote of the Executive Board and a two-thirds (2/3) vote of the membership in good standing. Young Democrat candidates running in a primary election may receive an endorsement by the MCYD with a two-thirds (2/3) majority vote of the Executive Board and a two-thirds (2/3) vote of the membership in good standing.
Section 2. The MCYD shall actively support the Democratic nominees and the platform of the State and National Democratic Party. The MCYD shall also actively support any nominees supported by the Young Democrats of Maryland in the primary election.
Article 9. Agents and Employees
Section 1. The Executive Board, or by its authority the President, may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Executive Board. The Executive Board may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, and the appointment of such person shall not itself create contract rights.
Article 10. Audit Committee
Section 1. Audit Committee. At a period deemed necessary by the Executive Board, an Audit Committee will be established as setforth herein. The Audit Committee is responsible for hiring the Corporation’s auditors, meeting with the auditors to review the scope of the work and review the end results. The Audit Committee has the authority to engage other advisors as it deems necessary. Members of the audit committee must meet stringent definitions of independence. The Audit Committee must have at least one person with financial skills to evaluate the work of the auditor and management. The Audit Committee will also review the Committee’s Charter and recommend updates as necessary.
Section 2. Committee Chair. The Chair of the Audit Committee shall be a member of the Executive Board other than the Vice President of Finance and the President. The Chair of the Audit Committee should, if at all possible, have substantial experience in matters relating to financial statements and reports, accounting practices, and operation of nonprofit organizations that have comparable budgets to those of the Corporation.
Article 11. Other Committees
Section 1. Committee. The Executive Board, by resolution adopted by a majority of the members then in office, may designate and appoint one or more committees, to the extent provided in the resolution, shall have and exercise the authority of the Executive Board of the Corporation. Other committees not having and exercising the authority of the Executive Board in the management of the Corporation may be designated and appointed by a resolution adopted by a majority of the members of the Executive Board present at a duly convened meeting.
Section 2. Authority. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Executive Board or any individual director of any responsibility imposed upon it or him by law.
Article 12. General
Section 1. Fiscal Year. The Corporation shall keep its books and accounting records on a calendar year basis, unless otherwise designated by the Executive Board, and all required returns shall be filed on such basis.
Section 2. Principal Office. The principal office of the Corporation shall be at such place as the Executive Board may designate from time to time. The Corporation may also maintain additional offices at such other places as the Executive Board may from time to time designate.
Section 3. Duration. The period of duration of the Corporation shall be perpetual, subject to dissolution only upon approval and adoption by a vote of at least two-thirds (2/3) of the Executive Board. Upon dissolution of the Corporation, the members of the Executive Board of the Corporation shall, after payment of, or due provision for, all liabilities of the Corporation, distribute the net assets remaining to an organization or organizations recognized as exempt from tax under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. Any such assets not so disposed of by the members of the Executive Board shall be placed in the custodianship of, and disposed of by, the United States District Court for the District of Maryland (or its successor) exclusively for and in furtherance of the charitable and educational purposes set forth in the Articles of Incorporation and these Bylaws.
Article 13. Notices
Section 1. Form and Delivery. Any notice required or permitted to be given to any member of the Executive Board shall be given in writing, either personally, electronically, or by first-class mail with postage prepaid, or by telegram, charges prepaid, to the recipient at his or her address, as it appears in the records of the Corporation for this purpose, or by facsimile (if a return acknowledgment is received signed by the addressee). Personally delivered notices shall be deemed to be given at the time they are delivered at the address of the named recipient as it appears in the records of the Corporation, electronically delivered notices shall be deemed to be given at the time they are electronically sent, mailed notices shall be deemed to be given at the time they are deposited in the United States mail, notice to a member of the Executive Board by telegram shall be deemed given at the time delivered at such address and notice by facsimile shall be deemed given when a non-automatic confirmation is sent by the party acknowledging notice.
Section 2. Waiver and Effect of Attendance. Whenever any notice is required to be given by law, the Articles of Incorporation or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time for the meeting stated therein, shall be the equivalent of the giving of such notice. In addition, any member of the Executive Board who attends a meeting of Executive Board in person or by telephone conference (or similar communications) shall be deemed to have had timely and proper notice of the meeting, unless such member of the Executive Board attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
Article 14. Prohibited Activities
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, Directors or officers of the Corporation, except that the Corporation shall have the authority and power to pay Officers reasonable compensation for services actually rendered to or for the Corporation or reimburse expenses incurred by Directors or Officers on its behalf. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provision of these Bylaws or of the Articles of Incorporation of the Corporation, or any provision of the laws of the state of Maryland (or of any present or future law of the state of Maryland governing or pertaining to the Corporation), the Corporation shall not engage in or carry on activities not permitted to be engaged in or carried on by an organization described in Section 501(c)(4) of the Internal Revenue Code of 1986 (or the corresponding provision of any future federal income tax law).
Article 15. Conflicts of Interest and Fiduciary Responsibility
Section 1. Conflict of Interest. No Director, officer or employee of the Corporation shall have any position with, or a substantial interest in, any other business enterprise operated for profit or entity operated not-for-profit, the existence of which would conflict with or might reasonably be supposed to conflict with the proper performance of his or her duties or responsibilities to the Corporation, or which might tend to affect his or her independence of judgment with respect to transactions between the Corporation and such other business enterprise, without full and complete disclosure thereof to the Executive Board of the Corporation.
Section 2. Disclosure of Potential Conflicts. Each Director, officer or employee who has such a conflicting interest with respect to any transaction which he or she knows is under consideration by the Executive Board of the Corporation or any of its committees, is required to make timely disclosure thereof so that it may be part of the Executive Board’s consideration of the transaction and the person holding the conflicted interest shall further refrain from participating in consideration except as directed by the remaining members of the Executive Board.
Section 3. Independent Committee. The Executive Board shall appoint an Independent Committee, unless a conflict arises, modified as provided in this Section XIII.C., shall serve as the Independent Committee having the powers and duties specified herein.
Subsection A. Exlusive Authority Over Excess Benefit Transactions. The sole and exclusive authority, power, and duty of the Independent Committee shall be to consider the facts and circumstances surrounding potential conflicts of interest and proposed transactions between the Corporation and any person who counsel determines is a disqualified person within the meaning of Section 4958 of the Internal Revenue Code of 1986 (or any future internal revenue law)(the “Code”), and on the basis of advice from counsel as to what the law is from time to time, determine whether such transactions would either give the appearance of a conflict of interest or constitute Excess Benefit Transactions, prohibited inurement of the Corporation net earnings, or a private benefit transaction (a transaction that would violate any of these rules being referred to as an Improper Relationship). The Independent Committee has been allocated all Board authority to determine whether an existing situation or transaction or a proposed situation or transaction would be an Improper Relationship.
(b) Meetings of the Independent Committee shall be convened at the call of the Chair or any two members of that Committee, and shall be conducted according to the same rules as the Executive Board conducts its affairs. Any person who would otherwise be a member of the Independent Committee but is interested, directly or indirectly, in the situation or transaction to be considered shall recuse themselves and not participate in the fact-gathering process (except in the very limited role set out below in XIII.C(2)(f)) or in any deliberations, decisions or vote on the situation or transaction.
(c) The Independent Committee shall call upon any person having knowledge relevant to an existing or proposed situation or transaction brought to its attention in order to determine the facts and other factors relevant to making an informed decision on issues brought before it. The decision as to whether a situation or transaction is an Improper Relationship shall be based upon objective information that is either within the knowledge and competence of the Independent Committee or supplied by one or more experts, in writing.
(d) To determine that a situation or transaction is not an Improper Relationship, at least two-thirds (2/3) of the Independent Committee must approve it; if a situation or transaction coming before the Independent Committee fails to achieve that level of approval, the parties will not enter into the relationship, or if they have done so previously, they will take all steps required, on advice of the Corporation’s counsel, to unwind and/or otherwise correct that Improper Relationship.
(e) The person responsible for taking minutes of Independent Committee meetings shall attach to them written documentation relied upon by the Independent Committee, fully state in the minutes objective information within the expertise of Committee members upon which their decision is based or others whose opinions provide the basis for the Committee members’ judgment, and deposit those minutes with the Secretary of the Corporation who shall place them among the minutes of the Board.
(f) The Independent Committee may request that any party who is directly or indirectly interested in the situation or transaction attend one of its meetings to explain the situation or transaction, but such person must leave the meeting when the Committee is considering the situation or transaction or voting upon whether or not it is an Improper Relationship.
ARTICLE 16. Indemnification and Exculpation
Section 1. Indemnification. Subject to the condition that no action shall be taken under this Article XIV if it would result in the imposition of tax under either Section 4941, 4945, or 4958 of the Internal Revenue Code of 1986 (or the corresponding provision of any future internal revenue law), the Corporation shall indemnify each of its directors, officers, and employees, as well as former directors, officer, and employees, and any person who may have served at the request of the Executive Board of the Corporation as a Director or officer of another corporation, whether for profit or not for profit (the “Indemnitees”) pursuant to Maryland Code § ___________ or any successor thereto to the full extent permitted thereby. In each and every situation where the Corporation may do so under such section, the Corporation hereby obligates itself to so indemnify the Indemnitees, and in each case, if any, where the Corporation must investigate on a case-by-case basis prior to indemnification, the Corporation hereby obligates itself to do so. The Corporation also agrees to indemnify the Indemnitees to the fullest extent permitted by law at any time and from time to time for any liabilities actually and necessarily incurred or imposed in connection with any claim, action, suit or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which an Indemnitee may become or be made a party by reason of being or having been such Director, officer, employee, or other designated Indemnitee.
Section 2. Limitation on Indemnification. Indemnification shall not be provided to the Indemnitee should said liability result from the Indemnitee’s own misconduct, negligence, or bad faith. To the extent not prohibited by Maryland Code § _______ (or any other provision of the Maryland Code) nor made taxable by Section 4941, 4945, or 4958 of the Internal Revenue Code of 1986, the Indemnitees shall be free from liability to the Corporation except for their own individual willful misconduct or actions taken in bad faith.
Section 3. Types of Expenses and Advancement. Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any director, officer, or employee; provided, however, that such director, officer, or employee shall undertake to repay or to reimburse such expense if it should be ultimately determined that he is not entitled to indemnification under this Section.
Section 4. Timing. The provisions of this Section shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.
Section 5. Exclusivity of Rights. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled under any statute, Bylaw, agreement, vote of the Executive Board, or otherwise and shall not restrict the power of the Corporation to make any indemnification permitted by law.
Section 6. Insurance. The Executive Board may authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability asserted against or incurred by him which arises out of such person’s status as a director, officer or employee or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.
Section 7. Severability. If any part of this Section shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
Article 17. Miscellaneous
Section 1. Checks, Notes, and Contracts. From time to time, the Executive Board shall determine who shall be authorized on the Corporation’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
Section 2. Books and Records to be Kept. The Corporation shall keep correct and complete books and records of account and minutes of the proceedings of the Executive Board and any committee having any of the authority of the Executive Board. Said records shall be in the custody of the Secretary, or his designee, and shall be made available to all Directors and officers at any time, unless otherwise restricted by these Bylaws, the Corporation’s Articles of Incorporation, Maryland law, or Federal law.
Article 18. Amendments
Section 1. This Constitution can be amended at any regular meeting by a two-thirds (2/3) vote of those present and in good standing, provided that the amendment has been submitted in writing at the previous membership meeting.
Section 2. Standing rules or by-laws may be adopted as deemed necessary, at a membership meeting, by a majority vote of those present and in good standing, provided that the standing rules or by-laws have been submitted in writing at the previous membership meeting.
Article 19. Parliamentary Authority
Section 1. The most recent edition of Robert’s Rules of Order, shall govern the MCYD in all cases that are applicable, so long as they are not inconsistent with this Constitution.
Effective Date
This Constitution shall become effective immediately upon their adoption, said date being September 20, 2006.
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