Bylaws

Revised: 10/28/21

TABLE OF CONTENTS:

ARTICLE I NAME, PURPOSE AND LOCATION

ARTICLE II MEMBERSHIP

ARTICLE III DUES

ARTICLE IV OFFICERS

(Executive, Member-at-Large; Election; Tenure; Vacancy; Removal)

ARTICLE V EXECUTIVE BOARD and THE BOARD
ARTICLE VI GENERAL MEETINGS OF THE CLUB MEMBERSHIP
ARTICLE VII FINANCES
ARTICLE VIII COMMITTEES
ARTICLE IX DELEGATES
ARTICLE X CANDIDATE ENDORSEMENT
ARTICLE XI STATEMENTS MADE /POSITIONS TAKEN IN N/O CLUB
ARTICLE XII PARLIAMENTARY AUTHORITY
ARTICLE XIII AMENDMENT OR REPEAL OF BY LAWS
ARTICLE XIV CONFLICTS
ARTICLE XV INDEMNIFICATION OF OFFICERS and BOARD MEMBERS
ARTICLE XVI DISSOLUTION

BYLAWS OF THE

LA MESA-FOOTHILLS DEMOCRATIC CLUB

ARTICLE I: NAME, PURPOSE AND LOCATION
Section 1. Name. The name of this organization shall be known as the La Mesa-Foothills
Democratic Club (“Club”).
Section 2. Purpose. The purpose of this Club is to promote the goals and ideals of the
Democratic Party. To further this end, the Club shall actively support Democratic candidates,
(including Democratic candidates for nonpartisan offices), contribute to party leadership,
responsibility, support ballot measures and propositions consistent with democratic ideals and
stimulate active interest in the Democratic Party.
These Bylaws shall, to the extent consistent with applicable law, govern the organization,
operation and function of the Club. Further policies, procedures, and rules for the governance
and operation of the Club shall be set forth in the Policies and Procedures Manual consistent
with the bylaws herein.
Section 3. Location. The Executive Board (“Board”) shall determine the location of the Club
office and locations for holding its general and board meetings.
ARTICLE II: MEMBERSHIP
Section 1. Qualifications and Categories. Membership is available to individuals who
support the purposes of the Club and meet the stated requirements. Each category of
membership is subject to the conditions per Section 2. Applications for membership shall be
accepted from the individual requesting consideration for membership. Proxy applications
shall not be accepted.

a. Registered Democrat – Regular Member. Every person who is a registered
Democrat may become a member of this Club in good standing upon submission of
a request for membership accompanied with the payment of the required dues
whereupon acceptance shall be afforded rights and privileges of membership
including full voting rights in club matters. .
b. Unregistered Democrat – Regular Member. Persons who are unable to
register to vote because of age, lack of citizenship, or temporary change of
residence may become a member of the Club in good standing upon payment of
the required dues and by indicating on their membership application their intention
to register as a Democrat when able to do so.
c. Full Time Student Democrat – Associate Member. An individual enrolled as a
full time student and who is either a registered Democrat or who has stated an
intent to so register when able to may become a member of this Club with full
voting rights, upon approval of the Board, with a waiver of dues so long as the

individual is a full time student in good standing. This category of membership is
specifically intended to promote and sponsor the organization of student-based
Democratic Clubs and engage students in community-based political action.
d. Honorary Member. The Board of the Club may, by a simple majority vote,
extend Honorary Membership to individuals. Honorary Membership may be
extended to individuals who are, but not limited to: (a) Democratic holders of
elected office; or, (b) long term members of the Club in good standing in recognition
of their change in circumstances and/or in recognition of their significant
contributions to the Club.

Section 2. Suspension from Membership. Membership in the Club is intended to be
enjoyed by individuals who support the general platform, principals and goals of the
Democratic Party and are motivated to join in a constructive and respectful relationship with
other likeminded people. Full and open debate is an important process to reach informed
consensus. Constructive discussion demands that the rights and dignity of all participants be
respected. For the sake of good order, it may become necessary to take sanctions against an
individual(s) who engage in activity clearly contrary to the interest of the Democratic Party
and/or this Club, or exhibit a pattern of interacting with other Club members in a clearly non-
constructive manner injurious to their rights and dignity.
a. Grounds for Suspension/Rejection. Actions by a member, such as the following,
non-exclusive, examples, may be considered by the Board as justification for
suspension from, or rejection as an applicant for membership:
o Non-payment of dues unless otherwise waived as provided by these Bylaws. For
members otherwise in good standing a four month grace period shall apply;
o Change of party affiliation or registration to a party other than the Democratic Party
and/or open support for and endorsement of non-Democratic candidates;
o Engaging in statements or a pattern of behavior involving unambiguous
misrepresentation and/or defamation of the Democratic Party, the Club, or a
Candidate endorsed by the Democratic Party;
o A pattern of disruptive actions reasonably interpreted as deliberate interference with
the rights of, or harmful to the dignity of other Club members.
b. Action by the Board. A motion to consider suspension of a member of the Club,
or rejection of an application for membership, may be brought by any member to the
Board. Such a motion shall be based on facts to support the action. Hearsay
statements or allegations not subject to substantiation will not be accepted for this
purpose. If the motion to recommend consideration of suspension, or rejection, is
passed by a 2/3 majority vote of the Board members present in quorum and in
executive session, the President of the Club shall appoint a review committee, of at
least three members in good standing, from outside the Board to conduct an
investigation and prepare a recommendation for future Board action. However, the
formation of a review committee shall not be necessary in the event of non-payment of
dues. The President of the Club shall then notify the member in writing of the existence

of the review committee and afford the member the opportunity to present information
or evidence to clarify or counter the issues raised. Representations by the individual to
take prompt and effective measures to correct the circumstances precipitating the
review shall be duly considered. The review committee shall report its findings and
recommendation to the Board in a timely manner. Upon consideration of the report of
the review committee, a 2/3 majority vote of the Board members present in quorum
and in executive session, shall be required to proceed to the formal suspension of the
individual. The President of the Club shall notify the member, in writing, of the final
decision reached by the Board. Due process appeal of the decision of the Board to
proceed with an adverse action shall be permissible only in instances where it can be
established the Board did not follow established procedure and/or the individual
involved can demonstrate that a verifiable, material fact had not been taken under
consideration by the Board at the time the determination was reached. At any due
process review, said individuals shall represent themselves and may not be
represented by third parties. Absent a basis for due process review, the decision of the
Board shall be final.
Section 3. Voting Rights. Each member in good standing, unless not included or are limited
by Article II, Section shall have one vote exercised whether in person (or by mail or email if
otherwise deemed necessary by a majority of the Board due to special circumstances.)
Direct vote by each individual member is the only acceptable process. Proxy voting shall not
be recognized.
Section 4. Membership Year. The membership year shall be determined by a 2/3rds majority
vote of the Board
ARTICLE III: DUES
Section 1. Amount. The annual dues for Club membership shall be in three classes: basic,
silver and gold, the amounts to be determined by approval of 2/3rds of the Board and
presented to the general membership for a ratification vote by simple majority.
Section 2. Payable. Annual dues are payable at the beginning of each Membership Year.
New members joining after six months of a new Membership Year has elapsed will pay 50%
of the annual dues for the remainder of the fiscal year. Members previously in good standing
in a prior Membership Year may be granted up to a four month renewal grace period within
which dues shall be paid in full.
ARTICLE IV: OFFICERS
Section 1. Designation. The officers of this Club shall, as a minimum, be a President, a
Vice-President for Political Action, a Vice-President for Membership, a Vice-President for
Programming, a Secretary, and Treasurer. In addition, Members-at-Large shall be elected
based on a proportion of the membership per Section 2 of this Article. Such other officers as
the Board may deem necessary from time to time may be created by resolution of the Board.
Such resolution shall be ratified by the membership before taking effect. Past Presidents of
the Club are deemed Ex officio members of the Board and are not subject to election.

Section 2. Proportional representation of the Board. It is the policy of the Club that the
membership be adequately represented on the Board in seeing to the administration of Club
business. To this end, Members-at-Large shall be nominated and stand for election based on
a proportion of the paid membership of the Club. For this purpose, one Member-at-Large
shall be selected for every fifty (50) members in all categories and in good standing of the
Club, or fractional portion thereof.
Section 3. Election and Tenure. The officers and Members-at-Large named in these Bylaws
shall be elected by the members. The person receiving a simple majority of votes submitted
for each office shall be declared elected. Should there be only one candidate for an office,
that person shall be declared elected by acclamation. The Board shall appoint an election
committee to develop procedures for the election and to hold the election. The procedures
shall be approved by the Board and members accordingly informed.
3.1 The officers named in these Bylaws shall be elected for one year. Where an
officer is serving the unexpired term of a vacancy when otherwise appointed by
the Board by necessity, such interim Officer then may seek to be re-elected. All
currently serving Officers may be re-elected.
3.2 Each member of the Club in good standing shall be entitled to one vote.
3.3 No proxy voting shall be accepted. Each eligible member may vote either in
person or by mail or by email as otherwise may be determined by the election
committee and its procedures.

Section 4. Removal. Any officer may be removed with or without cause by the vote or
written consent of a simple majority of the voting members of the Club, or by fifty-one percent
(51%) of the members present at a meeting called for such purpose and at which a quorum is
present. Notice of such proposed vote for removal shall be mailed to each member at least
fifteen (15) days prior to such meeting.
Section 5. Vacancies. In the event of a vacancy in any office, regardless of the cause, such
vacancy shall be filled as promptly as possible by the Board by majority vote of the board
where a quorum is present. The Board shall seek ratification of such action from the
membership in a timely manner. The individual filling such vacancy shall serve through the
unexpired term remaining of that office for which they serve and may thereafter, seek re-
election.
Section 6. Duties.
a. President The President shall be responsible for the overall direction of the
Club’s activities and shall set the agenda for and preside over all General Meetings of
the Membership and Meetings of the Board; shall appoint committees as may be
deemed necessary; serve as the official representative of the club in public forums;
make decisions for the club on policy when specifically empowered to do so by the
Executive Board; advise the membership of pertinent matters affecting the welfare of
the Democratic Party and the Club; disburse funds of the club within limits set by the

Executive Board, and act in concert with the Treasurer or in the absence of the
Treasurer, the Club’s Secretary according to Article VII, Section 6. The President shall
be a member ex-officio of all committees except the Nominating Committees.

b. Vice-President for Political Action. The Vice-President for Political Action
shall be responsible for promoting and coordinating outreach, including, but not limited
to, candidate evaluations, recruitment and support; endorsement recommendations;
engage in grassroots organizing and support of community-wide activities; render
reports to the Board from time to time in furtherance of the goals of the Democratic
Party and Club.
c. Vice-President for Membership. The Vice-President for Membership shall be
responsible to encourage membership growth of the Club and shall maintain the
membership records of the Club. The Vice President for Membership shall ensure the
status of members in good standing are timely and accurate to ensure the proper
conduct of Club business and ongoing advisories to the Board.
d. Vice-President for Programming. The Vice-President for Programming shall be
responsible for securing speakers for the monthly general meetings and noting such
prospective programming in advance at Board Meetings.
e. Secretary. The Secretary shall maintain a record of all meetings of the Board and
of the Membership; provide members access to minutes of Board and Membership
meetings upon request; receive and maintain in official club records, the reports of
elected officers and committees; maintain a copy of bylaws, standing rules, resolutions
and policies adopted by the Board or membership; handle correspondence as directed
by the President or Executive Board or in furtherance of day to day membership
business matters; conduct e-mail votes of the Executive Board, or full Board as
directed by the President, and perform such duties as the President may direct.
f. Treasurer. The Treasurer shall keep an accurate record of all receipts and
disbursements in connection with the operation of the Club. The treasurer shall cause
all monies and valuables to be deposited in the name of the Club in financial
institutions or other financial instruments which are insured by an agency of the federal
government. The Treasurer shall prepare monthly reports of the Club’s financial
condition for presentation at the monthly Board meetings and shall prepare an annual
budget of anticipated revenues and expenses with input from the Board. The
Treasurer shall make such day to day operating disbursements or other necessary
disbursements as directed by the Board. The Treasurer shall prepare the reports
necessary for presentation to the federal and state agencies.
Section 7. Subordinate Officers.
a. The Board may appoint subordinate officers, each of whom shall hold office at
the discretion of the Board.
b. The Past-President or President’s designee shall conduct the duties of the
President when the President is absent or is unable and such individual shall assume

the office of President on a temporary basis. In the event of ongoing vacancy of the
office of President, pending the nomination and approval by the membership of a new
President, the Past-President shall serve the remaining term of President subject to
Board Majority approval and unless otherwise established by the Board Majority to
provide for an alternate, willing and available candidate, to serve the remaining term.
Subsequent ratification by the members will be sought in either case for such fulfillment
of an ongoing vacancy.
ARTICLE V: EXECUTIVE BOARD and THE BOARD
Section 1. Duties. There shall be a Board which has all the power and duties of the Club for
the planning and implementation of policy as established by this Club.
Section 2. Membership. The members of the Board” consist of the elected officers, the
chairpersons of standing committees, the chairpersons of current special committees and
Members-at-Large as provided for under Article IV, Section 2. Past Presidents shall be ex-
officio members of the Board.
Section 3. The Executive Board shall consist of the elected and executive officers of this
Club and as a minimum shall constitute the President, a Vice-President for Political Action, a
Vice-President for Membership, a Vice-President for Programming, a Secretary, and
Treasurer. The Executive Board may include within its discretion such other Board Members
as part of the Executive Board as it deems necessary from time to time to further planning
and Board Policy.
Section 4. Meetings. The Board meetings shall be called by the President or by any three
members of the Board. The Board shall meet monthly unless the Board may decide to waive
a specific meeting. Meetings of the Board shall be conducted as open meetings which may
be attended by any Club member in good standing unless a portion of the meeting or the
entire meeting has been declared to be in Executive Session. Executive Session meetings
shall include only members of the Board with voting rights and may be called under
circumstances of unusual sensitivity or discretion as required. The attendance at Executive
Sessions may also include additional persons necessary to provide relevant information on
the matter under consideration.
Section 4. Quorum. Fifty-one percent (51%) of the Board members shall constitute a
quorum.
ARTICLE VI: GENERAL MEETINGS OF THE CLUB MEMBERSHIP
Section 1. Regular Meetings of the Membership. Membership meetings shall be held on
a monthly basis unless otherwise determined by the members. Membership meetings shall
be held at a time and place specified by the Board.
Section 2. Special. Special meetings shall be called as needed by the Board and notice to
the membership given at least one week before the meeting. Ten percent (10%) of the
membership, by signed petition, may call a special Membership meeting. Only those items
for which the special meeting was called may be discussed.

Section 3. Quorum. A quorum shall be declared to exist at any membership or special
meeting of the Club membership when twenty percent (20%) of the average monthly
members in attendance over the immediate last 12 months are then present.

ARTICLE VII: FINANCES
Section 1. Fiscal Year. The fiscal year for the Club shall coincide with the calendar year.
Section 2. Budget.
The Board shall develop an annual budget, (or when otherwise necessitated for a continuity
of operation, an interim budget), in coordination with its Executive Board and Treasurer.
Interim budgets, when necessitated, should concentrate on reoccurring, fixed expenses
predictable in nature using previous year records as a guide until more reliable income
projections from membership-based revenue and fund raising resources are available to
render a final annual budget.
The budget will have been made available to its members by reasonable notice including, but
not limited to, the monthly club newsletter serving as notice in advance of such General
Meeting. Proposed changes to an approved annual budget shall be sent to the Treasurer,
who shall make recommendations to the Executive Board.
A copy of the approved Budget may be made available by the Treasurer to members at
General Meetings or otherwise on request by an individual member.
Additional rules, requirements and responsibilities of the budget process shall be set forth in
the Policies and Procedures of the Club.
Section 3. Expenditures.
a. Reoccurring, Budgeted, Fixed Expenses. The adoption by the Board and
ratification by the Club membership of either a final or interim budget shall authorize
the Club Treasurer to expend funds, within the budgeted approvals, without further
specific approval, for such reoccurring, fixed expenses or other specifically approved
line items. Examples of such expenses are the contractually based rental of meeting
space and the costs directly associated with the printing, production and mailing of
Club communications. Non-reoccurring, specific line item obligations, definable in
advance and in support of Club programs and objectives, may also be included in
either interim or final budgets as a means of authorizing the Club Treasurer to disburse
funds.
b. Non-Budgeted Expenses in Support of Approved Club Programs and
Objectives. Prior approval of the Board and ratification by the membership on the
basis of a 51% majority vote shall be obtained for any expenditure in excess of one
thousand dollars ($1,000.00) for any purpose not otherwise specifically provided for in
an adopted interim or final budget. Such an approval will add a new budget line item

and the expenditure obligated against the new expense.
c. The Board is authorized to approve expenditures not to exceed one thousand
dollars ($1,000.00), on an exception basis, by a 51% majority of the Board for a time
sensitive matter deemed extremely important in meeting the objectives of the Club.
Such expenditures will be reported to the Club membership in a timely manner. The
ratification of the Club membership by a 51% voting majority shall be sought for all
such Board authorized non-budgeted expenditures in excess of One Thousand
($1,000).
d. Discretionary Authority of the Board for Budgeted Expenses. Officers of the
Board are authorized to expend up to two hundred fifty dollars ($250.00) for time
critical materials, supplies or other items in direct support of Club programs and
objectives. All expenditures in excess of two hundred fifty dollars ($250.00) must be
approved by the Board, in advance, by a fifty-one percent (51%) simple majority vote of
those board members present at a regular meeting of the Board. Such expenditures
must be within the approved policies of the Club. To obtain reimbursement, a dated,
itemized and signed statement shall be submitted to the Treasurer and receive Board
approval.
Section 4. Contributions. Special contributions to candidates or causes which fulfill the
purposes of this organization and do not violate federal, state, county and city campaign
finance reporting must be approved by the Board. As revenue may be insufficient to support
all desired democratic candidates/causes, the majority vote of those board members at a
regular meeting of the Board will render the decision about what funds are available for
candidates or causes to ensure the benefit to democrats in its residential membership.
Nominal amounts may be contributed to certain other democratic candidates or causes when
revenue warrants and within the discretion of a majority of the Board. Policies and
Procedures may further set forth such specific guidelines or requirements not inconsistent
with the intent herein.
Section 5. Records. Financial records shall be subject to audit by a committee of at least
two members appointed by the Board. The Club shall make timely and accurate submission
of any and all reports in compliance with Campaign Finance laws and regulations as
amended.
Section 6. Signing of Checks. There shall only be one checkbook, which shall be kept in
the office of the Treasurer. On an optional basis, a separate bank account may be maintained
for PAC finances should Campaign Finance law and regulations make the process necessary.
All deposits into bank accounts shall be made by the Treasurer or person designated by the
Treasurer. Checks, drafts and other instruments obligating the Club to pay money shall have
two signatures, that of the Treasurer and President, or the Treasurer and Secretary, if the
President is unavailable, or President and Secretary, if the Treasurer is unavailable.
ARTICLE VIII: COMMITTEES
Section 1. Formation. The President, with the approval of the Board, may appoint
committees as deemed appropriate in carrying out the purposes of the Club.

Section 2. Audit Committee: Shall be composed of at least two members to audit the
financial records prior to the change in the Presidency or Treasurer. Audits may be made at
any time as deemed necessary by the Board, but at least once per year.
Section 3. Nominating Committee. The role of the Nomination (a/k/a Election Committee)
is to oversee the Club’s annual board elections. It shall be composed of at least three or, four
members formed and approved at a BOARD meeting by a majority Board vote. The Board
shall establish election procedures subject to majority vote approval, the latest of which was
effective on Nov. 3, 2021. Such procedures are available to the members on request and
pertinent election procedures and advisories will afford reasonable notice to club members in
advance. The committee shall present the names of the nominees at the December
membership meeting and accept nominations from the floor for each elective office as long as
such floor nominations comply with election procedures set forth by the nominating committee
and which call for submission of duly completed nomination forms. To mitigate interruptions,
delay or disturbances to the flow of the elections and to assist the nominating committee in
meeting its obligation in recommending the best candidates for the Board, the preference is
that any nominations from the floor be submitted prior to the start of the meeting in writing to
the Nomination Chair who will have been announced to the Club by the President or
Presiding Officer over the membership meeting prior to and when and where such election is
held. The election shall take place at the January membership meeting. Officers and Board
members shall be installed at the January membership meeting.
ARTICLE IX: DELEGATES
The required number of Club delegates to Democratic Party Councils and Democratic Party
Conventions shall be elected at membership meetings of the Club. Those persons receiving
the greatest number of votes of the membership present and voting shall be delegates; others
will be alternate delegates, eligible to fill delegated vacancies based on their standings in
terms of the highest number of votes received.
a. California Democratic Party.
Club representatives to the California Democratic Party’s Pre-Endorsement
Conferences shall be allocated as follows: one representative, resident in the
Assembly District, for each full (not fraction thereof) 20 registered Democratic
members in good standing in the Assembly district who are listed on a roster submitted
by January 1 of each odd-numbered year, to both the San Diego County Democratic
party and the appropriate CDP Regional Director(s). The roster shall be certified by
the Club’s President, Secretary, or Treasurer. Representatives should be equally
apportioned between men and women to the extent possible.
a. San Diego County Democratic Party: SDCDP.
Under the club’s charter with the SDCDP, its President is a representative to the
SDCDP Central Committee as an Associate member. If the President is already a
Central Committee member or chooses not to serve, a different representative may be
selected to serve his or her term according to the provisions of Sections d and c of this
Article. An Associate Member application, for the President or any other
representative, must be submitted to the SDCDP within 30 days of his or her selection
by the club.

b. Selection.
Club representatives to the CDP and SDCDP-and any other official representatives,
delegates, and alternates from the club to conferences, caucuses, councils,
convention, and other meetings-shall be selected by a vote of members in good
standing at a duly noticed club meeting or, if that cannot occur at a regular or special
meeting, by designation of the President.

c. Adherence to Club Positions.
Club representatives described in this Article, when participating in voting and
discussion in that capacity, shall adhere to and represent the club’s official positions on
endorsements and other matters wherever applicable, and shall agree to do so prior to
their selection.
ARTICLE X: CANDIDATE ENDORSEMENT
A. The Club may endorse Democrats in partisan and non-partisan elections and/or ballot
propositions by a 60% majority vote at a membership meeting at which a quorum is present
or pursuant to Section B herein below. In accordance with policy and practice of the
Democratic Party of the State of California, endorsement votes shall be open. For this
purpose, candidates and their principal staff shall excuse themselves during the vote
regardless of whether they are themselves Club members. Only individuals who are
members in good standing and have been admitted into member status for at least 30 days
prior to an endorsement vote may participate in such a vote. Any meeting at which candidate
endorsements are to be considered must be preceded by at least a 14 day formal notice to
the membership. For this purpose, the Club newsletter supplemented by such electronic
messaging as is available to the membership may be used. The Club may not formally
endorse candidates who are not registered Democrats. In an uncontested race in which there
is no Democrat running, the Club may consider making an “acceptable” rating for a candidate
who is not otherwise in conflict with core Democratic Party positions.
B. A position on a candidate requires a minimum sixty percent (60%) vote subject further to
the following conditions.

Members shall be presented with a “No Endorsement” option on all votes.
If no candidate receives a minimum of sixty percent (60%) in the first round of
voting, a second vote shall be taken after removing the candidate receiving the
least votes and any candidates receiving zero votes.
There shall be only two rounds of voting. If there are three or more democratic
candidates seeking endorsement for the same elected office, the Club may delay an
endorsement vote and declare the candidates “acceptable.”
C. A position on a ballot initiative or proposition requires a minimum sixty percent (60%)
vote. Members have the option of voting “No Position.” If a motion to endorse or oppose fails,

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the position of the body is “No Position.”
D. If the Executive Board recommends a Consent Agenda or approved Slate of Candidates or
ballot measures, acceptance shall require the approval of a minimum sixty percent (60%)
vote.
E. Any member of This Club may request that a candidate or ballot measure be pulled from
the Consent Agenda/Slate for consideration with a fifty percent (50%) vote.

F. Out of recognition for the complexities of candidacies, these and the following procedures
are set forth as “recommendations” and as general guidelines. Due to the complexities of the
process, exception to these recommendations may be considered but shall require a majority
vote of a quorum of the membership at a regularly scheduled meeting.
Section 1. Endorsement Preferred Process – Friendly Incumbents. Consideration of an
early (pre-primary) endorsement of a current Democratic Party Office holder who is running
unopposed by another Democrat may be taken up at a regularly scheduled meeting of the
general membership. It is highly preferable that the membership be notified at least 14 days
in advance that such a vote is anticipated at the next meeting.
Section 2. Endorsement Preferred Process – Pre-Primary Consideration of Multiple
Democratic Candidates for the Same Office. No vote for endorsement in contested
primary races shall take place unless the membership has been afforded the opportunity to
hear and interact with each of the candidates at a regularly scheduled meeting of the
membership. Invitations to appear, preferably at the same meeting, shall be issued to all
Democratic candidates for the same office. Reasonable accommodation shall be attempted
to accommodate the schedules of the invited candidates. Any candidate who is unable, or
unwilling, to meet with the members after a reasonable number of attempts, may still be
considered for endorsement. At least 14 days prior notice shall be made to the membership
of the intent to hold such a vote. Candidates who cannot appear in person may be afforded
the opportunity to send a qualified surrogate to represent them. A standard procedure for
presentations and debate shall be adopted by the membership at the beginning of a meeting
called to hear from candidates.
Section 3. Pre-Primary Endorsement of Contested Race Candidates – Preferred
Process. As a general principal, the pre-primary endorsement of candidates in contested
races is not always a desirable action. The most acceptable process is to have Club support
the winner of the Primary, or acting pre-primary in support of an endorsement decision
recommended by an action taken by the San Diego County Democratic Party Central
Committee. This is stated as a “Preferred Process” to permit consideration of an exception to
this principal in only those instances where a very clear difference in candidate qualifications
exists and the general membership votes by simple majority to proceed with a pre-primary
endorsement consideration.
Section 4. Club Policy.
It is the general policy of the La Mesa-Foothills Democratic Club to not endorse in Primary

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Elections where 2 or more Democrats are running.
ARTICLE XI: STATEMENTS MADE OR POSITIONS TAKEN IN THE NAME OF THE CLUB
No public statement, written or verbal, may be made in the name of the Club unless that
specific statement or position has been one in which it is endorsed by the membership’s
ideals and underlying goals and purposes and unless rendered by the BOARD majority or a
designated Media Relations Coordinator as otherwise voted upon by the Board majority. An
exception to this rule shall occur on those occasions when “time is of the essence,” for
example, during a campaign; and, during such exigent circumstances, while the intent herein
shall still be followed and all cautions observed in protecting the Club from exposure to
prospective liability, the EXECUTIVE BOARD Majority may then otherwise issue a necessary
statement in the name of the Club. This exception applies unless such statement(s) is
deemed so personal to any one individual or individuals, that he or she may accordingly be
so compelled by the remainder of the Executive Board to make such statements, written or
verbal, by identifying such on their own behalf and in their own name. IN the alternative, the
EXECUTIVE Board may designate a Media Relations Coordinator subject to their advice and
consent and by their majority vote, and whose qualifications shall include being a registered
democrat although need not be a member of this Club but shall have appropriate expertise
with media relations. Individual members are encouraged to make their private convictions
known on matters of concern. However, no individual member is authorized to speak in the
name of the Club absent the above stated procedure having been followed.
ARTICLE XII PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order shall govern this Club in
all cases to which they are applicable and in which they are consistent with these Bylaws and
any special rules which the Club may adopt.

ARTICLE XIII: AMENDMENT OR REPEAL OF BYLAWS
Bylaws may be added amended or repealed, by the vote of a simple majority of the total
voting membership of the Club, or by fifty-one percent (51%) of the members present at a
membership meeting called for such purpose and at which a quorum is present. Proposed
changes shall be made available to each member at least ten (10) days prior to such meeting.
ARTICLE XIV: CONFLICTS
A. County and State Democratic Parties. Should there be an inadvertent infringement in
any provision of these By-Laws on the tenets of the San Diego County Democratic Party By-
Laws or State of California Democratic Party, such provision shall be omitted as if null and
void and all other remaining provisions of these by-laws of the LMFDC shall remain in full
force and effect. .
B. Voting. Should any member or officer or board member have a conflict of interest when
rendering their respective voting rights, engage in any actions on behalf of the Club or render
input on discussions involving candidates or legislation, that individual shall state such to the
Board or its Club members and recuse themselves from rendering such vote, action or input.

A conflict of interest as described herein is a conflict between the organization’s interests and
purposes and one’s own personal, financial or other interests.
C. Tax Exempt Activities. This organization is a not-for-profit organization chartered by the
San Diego County Democratic Club and in order to maintain its federal tax exemption status,
it must engage primarily in activities that accomplish one or more of its exempt purposes and
not engage in activities and transactions that provide impermissible benefits to individuals or
entities. Any such purported activities engaged in by an Officer, Board Member or Club
Member in conflict with this provision shall be deemed unauthorized by the Club.

ARTICLE XV INDEMNIFICATION OF OFFICERS and BOARD MEMBERS:
The Club shall indemnify and hold harmless all Officers and Board Members serving to the
extent their activities are rendered in good faith and are not deemed grossly negligent.
ARTICLE XVI: DISSOLUTION
In the event of dissolution of the Club for any cause, all moneys, securities or other assets
which may at the time be owned by or under the absolute control of the Club shall be paid to
the San Diego County Democratic Central Committee. Should any assets be partially
controlled by the Club, that portion shall also be paid to the San Diego County Democratic
Central Committee. All other property of whatsoever nature, whether real, personal or mixed,
which may at the time be owned by or under the control of the Club shall be disposed of by
any officer or employee of the Club having possession of the same to such person,
organization or corporation for such public charitable or education usage and purposes may
be designated by the Board and ratified by formal action of the Board.
This is to attest that procedures in ARTICLE XIII: AMENDMENT OR APPEAL OF BYLAWS
have been adhered to.

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