Updated January 14, 2009

1.1 Name
1.2 Purposes
1.3 Duties
1.4 Policy of Fair and Open Access and Procedures
1.5 Rules, Regulations, and Governance

2.1 Number, Representation, and Election
2.2 Eligibility
2.3 Vacancies and Appointments
2.4 Appointment, Qualifications, and Procedures
2.5 Oath
2.6 Notice of Appointment to Fill Vacancy
2.7 Ex Officio Members
2.8 Alternate Members
2.9 Associate Members
2.10 Dues
2.11 Resignation and Removal

Article III. Officers

3.1 Types; Temporary Officers
3.2 Elections
3.3 Terms
3.4 Recall
3.5 Vacancies
3.6 Duties

Article IV. Committees

4.1 Standing Committees
4.2 Membership
4.3 Chairs; Recall
4.4 Meetings
4.5 Special Committees
4.6 Executive Board

Article V. Meetings

5.1 Organizational Meeting; Swearing-In
5.2 Regular Meetings; Time and Place
5.3 Special Meetings
5.4 Meeting Call by Members
5.5 Quorum
5.6 Proxies
5.7 Regular Order of Business
5.8 Rules of Order
5.9 Right to the Floor

Article VI. Resolutions and Endorsements

6.1 Regular Business
6.2 Special Resolutions
6.3 Form and Amendment
6.4 Endorsements
6.5 Platform
6.6 Policy Statements

Article VII. State Central Committee Members

7.1 Election of Members
7.2 Election of State Executive Board Representatives
7.3 Vacancies
7.4 Stipends

Article VIII. Term, Amendment, Construction and Waiver

8.1 Term of This Committee
8.2 Amendment
8.3 Construction
8.4 Waiver of Notice and Objections

Certificate of Adoption

Note: These bylaws were redrafted in May of 2007 to reflect the repeal of certain provisions of the California Elections Code, to restate the basis for This Committee’s organizational authority as grounded in the Constitution and Bylaws of the California Democratic Party, to clarify certain provisions, and to reflect changes in committee practice. These bylaws amend, restate and supersede the bylaws of This Committee that were adopted on March 21,2006, which in turn amended, restated, and supersede the bylaws of This Committee adopted on December 1, 1977 and amended in 1978, 1979, 1980, 1981, 1982, and 2000.

References in these bylaws which are designated “EC § “are to corresponding provisions of the California Elections Code

Bylaws of the Humboldt County Democratic Central Committee

Article I. Name and Purpose

1.1 Name: The name of this organization is the Humboldt County Democratic Central Committee. It shall be referred to herein as This Committee.

1.2 Purposes: The purposes of This Committee are:

(a) To encourage and promote public interest and participation in political activity;
(b) To use all means to assure public understanding of the principles and issues involved in national, state, and local elections;
(c) To support actively Democratic candidates for elective office; and
(d) To urge citizens to register and vote Democratic.

1.3 Duties: As the official and duly elected representative of the Democratic Party of Humboldt County, California, This Committee shall have the following duties:

(a) This Committee shall have charge of Democratic Party campaigns under the general direction of the California Democratic Party (E.C. §7240);
(b) This Committee shall have exclusive authority to charter Democratic clubs organized or operating within Humboldt County, California;
(c) This Committee shall have the authority to make or withhold endorsements in partisan and non-partisan elections, to adopt a platform, and to take positions on ballot measures to the full extent allowed under the Constitutions of the United States and the State of California, under the rules of the California Democratic Party, and these bylaws;
(d) This Committee shall perform such other duties and services for the Democratic Party as are for the party’s benefit (E.C. §7242).

1.4 Policy of Fair and Open Access and Procedures: This Committee is committed to the California Democratic Party’s general policies of publicizing its activities in advance, of conducting public meetings that are open to all Democrats, and of helping all interested persons know how they may participate in the activities of the party. This Committee will promote the broadest levels of registration, representation, membership, and participation by all Democrats regardless of race, color, creed, national origin, sex, age, religion, ethnic identity, sexual orientation, disability, or economic status.

1.5 Rules, Regulations, and Governance: This Committee is organized pursuant to Division 7, Chapter 1, Part 2 of the California Elections Code (EC§§7050 et seq.). This Committee shall be governed by these bylaws, by the bylaws of the California Democratic Party, and, except where inconsistent with This Committee’s constitutional authority, by the forgoing provisions of the Elections Code and any other pertinent public law.

Article II. Membership

2.1 Number, Representation, and Election: This Committee shall have at least twenty- one (21) regular members to be elected by county supervisorial districts, with the number to be elected from each supervisorial district to be determined in accordance with Elections Code §7200. Members shall seek nomination and be elected in accordance with the provisions of Elections Code §§7225-7229.

2.2 Eligibility: To be eligible for election or appointment as provided for herein, a member shall be a resident of the supervisorial district for which he or she seeks election or appointment and a registered Democrat. Candidates seeking election shall meet the continuous registration requirements of Elections Code §201, 7209. Candidates for appointment under Section 2.4 below, shall have been continuously registered as Democrats for at least 120 days immediately prior to nomination.

2.3 Vacancies and Appointments: Vacancies shall exist whenever fewer members have been elected from a supervisorial district than are allotted to that district, whenever an ineligible person has been elected or appointed, or whenever a Member dies, becomes incapacitated, has resigned or been removed under Section 2.11 below, or otherwise has been disqualified or becomes ineligible to hold membership. Vacancies shall be filled by appointment by the remaining Members of This Committee as set forth in Section 2.4 (EC §7229).

2.4 Appointment, Qualifications, and Procedures: In addition to meeting the other requirements for eligibility to sit on This Committee, a prospective appointee shall have a commitment to the principles and rules governing the Democratic Party and This Committee, a demonstrated capacity for political participation or leadership, availability for attendance at meetings of This Committee and one or more of its standing committees and acceptance of responsibility for adequate financing of This Committee through participation in fund raising efforts, including personal support to the extent feasible. Eligible prospective appointees shall be nominated and elected as follows:

(a) At any time there is a vacancy on This Committee, it shall be in order for This Committee to accept nominations to fill the vacancy at the same or any subsequent meeting and to nominate any number of eligible individuals to fill any or all vacancies that exist.
(b) Prior to election, a prospective appointee shall be required to address This Committee at its meeting and answer questions from the members present regarding qualifications for membership.
(c) Appointment shall be made by election by the members at no sooner than the next regular meeting following the meeting at which the candidate or candidates to be chosen from were nominated; provided that nothing shall prevent This committee from postponing an election for any vacancy to a subsequent meeting for any reason, including for purposes of accepting additional nominations.
(d) The proposed appointee or appointees must be present at the meeting at which the vote is taken. Whenever there are more eligible nominees than vacancies, election shall be by secret ballot, with a majority of votes cast needed for election. Should the first ballot fail to result in a majority vote for as many candidates as there are vacancies to be filled, there shall be a run-off among the remaining candidates with the highest vote totals (with the number of such candidates set at one more than the remaining vacancies to be voted upon, but also including all candidates who have for the last qualifying position in the runoff). Secret ballots shall be counted by the Secretary and verified by another member designated by the Presiding Officer.

2.5 Oath: Each member before entering upon the duties of membership shall take and subscribe to the oath and affirmation set forth in Section 3 of Article XX of the California Constitution. This oath or affirmation shall be taken before any officer authorized to administer oaths, and no fee shall be charged by any person before whom the oath is taken or subscribed (EC §7210).

2.6 Notice of Appointment to Fill Vacancy: Whenever any person is appointed to fill a vacancy on This Committee, the Chair shall file notices of the appointment with the Humboldt County Clerk and the Chair of the California Democratic Party within 30 days after it is made. The notices shall contain the name and address of the person appointed, the name if any of the person replaced, and the date of appointment (EC §7216).

2.7 Ex Officio Members: The following individuals shall be ex officio members of This Committee:

(a) The most recent nominee of the Democratic Party for the offices of Members of Assembly, State Senator, and Representative in Congress, for any district representing all or part of Humboldt County, California (EC §7206); and
(b) Any among the most recent nominees of the Democratic Party for the offices of Governor, Lieutenant Governor, Secretary of State, Controller, Treasurer, Attorney General, Insurance Commissioner, Member of the Board of Equalization, or U.S. Senator, who is a resident of Humboldt County, California (EC §7207).

However, no Democratic nominee in a special election to fill a vacancy in any of the offices listed above shall acquire ex officio membership on This Committee unless and until certified by the Secretary of State as winner of the special election, at which time the membership of the preceding nominee, if a different person, shall expire (EC §§7206, 7207). Ex officio members shall be entitled to all rights and privileges, including the right to vote, and shall have the same standing in every way as other members of This Committee other than the right of ballot designation as Incumbent Member. Provided that ex officio members wishing to exercise membership rights, shall be subject to the dues requirements and the other rules and regulations of This Committee.

2.8 Alternate Members: Any member may appoint an alternate to assume the appointing member’s full rights and duties in his or her absence. Alternates shall be appointed in writing, with said writing to be delivered to the Chair or Secretary and kept by the Secretary of This Committee. Written appointments may be temporary or permanent, and a new appointment shall upon delivery to the Chair or Secretary automatically supersede any inconsistent prior appointment. An alternate must meet the same qualifications as the appointing Member and may vote only in the appointed Member’s absence. When the appointing Member is present, the alternate shall have the same rights as an Associate member. An individual may be an alternate for more than one Member but may serve in that capacity for no more than one Member at any given meeting. No regular Member may serve as an alternate for another Member (EC §7208).

2.9 Associate Members: This Committee may appoint any registered Democrat residing in Humboldt County, California who meets the qualifications set forth in the first paragraph of Section 2.4 above as an associate member of This Committee. Associate members may be appointed at any meeting and need not be nominated in advance nor present when appointed. Associate members shall have the same rights as regular members except for voting and related privileges. An associate member may also be appointed as an alternate.

2.10 Dues: Dues are thirty dollars ($30.00) per year, for the year running from July 1 to June 30, or any part thereof, except that Members appointed to fill a vacancy during the last half of a year (i.e., January through June) shall only be required to pay fifteen dollars ($15.00) for the balance of that year. Dues for permanent Alternates and Associate Members shall be one-half of the foregoing amounts. However, a permanent Alternate designated by an Ex Officio Member shall pay full dues if the ex officio member chooses not to pay dues, and said alternate shall thereafter be regarded as a regular member for all purposes other than removal for cause under Section 2.11 below.

Annual dues are payable on or before August 31, or, in the case of someone appointed in mid-term, within sixty (60) days following appointment. Nonpayment of dues shall be grounds for removal, provided that any member may apply to the Executive Board for deferral or remission of dues on grounds of economic hardship, with any recommendation by the Executive Board subject to confirmation by This Committee.

2.11 Resignation and Removal: A member may resign upon tendering a written notice of resignation to the Chair or Secretary or upon any notice to This Committee’s satisfaction that the member no longer meets the eligibility requirements of Section 2.2 above. This Committee also may remove a regular member, except an Ex Officio Member, for the following grounds:

(a) Nonpayment of dues; (EC §7241).
(b) Unexcused absence from regular called meetings as follows:
- (i) from three consecutive meetings of This Committee (EC §7213). or from four meetings in any twelve month period;
- (ii) from two consecutive meetings of the standing committee to which the member is primarily assigned or from four such meetings in any twelve month period; or
- (iii) any combination of unexcused absences from meetings of This Committee or the member’s standing committee equal to six in any twelve month period. Excused absences shall be determined as follows:
  - (1) Nonattendance shall be excused only for reasons of illness; scheduled to work; temporary absence from Humboldt County, California; absence by reasons of official duty; or other cause as found justified at the preceding meeting of the Executive Board;
  - (2) Any excuse not requiring prior approval by the Executive Board shall be presented to an officer prior to the meeting;
  - (3) The roll call as set forth in the minutes shall be presumptive evidence of a Member’s attendance or absence from a meeting; no absence shall be changed from unexcused to excused following a meeting except where extraordinary circumstances prevented presentation of an excuse prior to the meeting;
  - (4) A Member shall not be relieved of the requirements of this subsection by reason of having had an alternate present in the Member’s stead; and
  - (5) In the case of standing committee meetings only, a member may apply in advance to the Standing Committee Chair or to the Executive Board of This Committee for alternative responsibilities in lieu of attendance where, by reason of distance, schedule, or cost, regular attendance would be exceptionally difficult.

(c) The removal of residence by an elected or appointed Member of This Committee from the supervisorial district from which he or she has been elected or appointed a member of This Committee shall constitute his or her automatic resignation from This Committee (EC §7214) However, the Member may apply for Associate Member status as provided in Section 2.0 above.
(d) Publicly advocating that voters should not vote for the Democratic nominee for any office, or giving support or avowing preference for a candidate of another party or unaffiliated candidate who is opposing a candidate nominated by the Democratic Party. However, this provision shall not apply when This Committee itself or the California Democratic Party has disavowed a democratic candidate or nominee whose views are inimical to the basic principles and tenets of the Democratic Party. (EC §7215).

No Member shall be removed upon any of the foregoing grounds until such Member has had an opportunity, following receipt of at least ten (10) days written notice by certified mail, to appear before This Committee to refute the charges alleged to provide such grounds.

Article III. Officers

3.1 Types; Temporary Officers: The officers of This Committee are the Chair, the Vice Chair, the Secretary, and the Treasurer. No person shall hold more than one such office at any given time. This Committee may select temporary officers to serve at its pleasure until permanent officers are elected as set forth below or to take the place of any officer who is absent, including the Chair when both the Chair and Vice Chair are absent. In the absence of any other agreement or provision, the regular member who is most senior in terms of continuous unbroken service on This Committee shall serve as its presiding officer until a temporary or permanent Chair or Vice Chair is selected.

3.2 Elections: Permanent officers shall be elected at such time as This Committee deems appropriate. Unless This Committee determines otherwise, officers shall be elected in the order shown in Section 3.1 above, with the election for each office to be completed before the next is commenced. Officers shall be elected by the affirmative vote of a majority of the members present and voting, and by secret ballot whenever there is more than one candidate for an office, subject to the same procedures set forth in Section 2.4 above.

3.3 Terms: Each officer shall hold office until resignation, recall, termination of membership on This Committee, or expiration of the current committee’s term.

3.4 Recall: Any officer may be recalled at any meeting by affirmative vote of two-thirds of the members present and voting by secret ballot; provided that a request for recall including the grounds alleged therefor has been made by the Executive Board or by written petition of at least seven Members, notice of the proposed recall and grounds alleged therefor has been sent to each member in accordance with the provisions of Section 3.6(c) or, in the event of a special meeting called for such purpose, at least ten (10) days prior to such meeting, and the officer in question is permitted up to one-half hour immediately preceding the vote in which to address This Committee.

3.5 Vacancies: Upon the occurrence of a vacancy or notice that an office is to be vacated, an election to fill the vacancy may be held at the next meeting for which regular notice is given.

3.6 Duties: The officers shall have the duties normally attendant to their office to the extent not inconsistent with these bylaws or any other pertinent law. Officers shall also have the duties prescribed by these bylaws including s follows:

(a) The Chair shall preside over meetings of This Committee, and subject to the approval or ratification of This Committee, shall be empowered to act as spokesperson for This Committee, to hire committee staff for purposes of performing clerical and managerial duties to establish a special chair headquarters fund subject to annual audit and to discontinuance by a majority vote of This Committee, to appoint Members to act as Parliamentarian or Sergeant-at-Arms for any prescribed length of time, to appoint Members to serve on standing committees and special committees, to appoint and remove chairs of special committees, and to appoint and remove temporary chairs of standing committees which do not have a permanent chair. The Chair shall be an ex officio member of all standing committees.
(b) The Vice Chair shall assume all duties of the Chair in the Chair’s absence, except that the Vice Chair shall not rescind any action of the Chair except with This Committee’s approval. The Vice Chair may at any time perform such duties of the Chair as are requested by the Chair or delegated by the Executive Board. The Vice Chair shall be an ex officio member of all standing committees.
(c) The Secretary shall take minutes of This Committee and the Executive Board and shall be responsible for sending to every member notice of each regular meeting together with an agenda and the minutes of the previous meetings of This Committee and the Executive Board. Such notice, agenda, and minutes shall be sent at least ten (10) days prior to the next regular meeting or one (1) day following the meeting of the Executive Board, whichever is later. The Secretary may also send these materials to other appropriate persons or entities. Subject to the direction of This Committee, the Secretary shall be responsible for This Committee’s correspondence, the preparation of official committee resolutions and reports, the transmission of such materials to appropriate persons and entities, and the keeping of committee records. The Secretary shall send the notice prescribed by Sections 2.11, 3.4, 5.3, 6.2 (b), or 6.4 (a) of these Bylaws, except that upon the Secretary’s inability, unwillingness, or failure to act, any Member may send the Notice prescribed by Sections 3.4, 5.3, 6.2 (b), or 6.4 (a), and any Member designated by the Executive Board may send the Notice prescribed by Section 2.11.
(d) The Treasurer shall maintain This Committee’s financial records and shall be responsible for preparing and submitting This Committee’s reports under any applicable local, state, and federal campaign finance disclosure laws. The Treasurer shall establish and maintain bank accounts for This Committee, in its name, and subject to the requirement that money may be withdrawn from these accounts only by drafts, checks, and debit cards signed by any two officers from among the Chair, Vice Chair, Secretary, and Treasurer. However, a revolving fund of not more than fifty dollars ($50.00) may be maintained by the Secretary for expenditures connected with the routine business of This Committee. The Executive Board may also allow for the establishment of special project accounts, on which the Executive Board may designate the Treasurer as sole signatory, into which accounts shall be deposited only money so designated by the Executive Board, and which accounts shall be maintained for no longer than six months or one month following termination of the project, whichever is shorter. The Treasurer shall be an ex officio member of every standing or special committee with a substantial budget or fund raising function.

Article IV. Committees

4.1 Standing Committees: This Committee shall establish by resolution at least three and no more than five standing committees, among which to apportion as evenly as practicable the ongoing business and responsibilities of This Committee. Such business and responsibilities include but are not necessarily limited to budget and fund raising, facilities management, media and public relations, issues and research, coordination of events, liaison with officials and other entities, volunteer recruitment, voter registration, get-out-the-vote, candidate recruitment, and other campaign activities.) Standing committees may select their own names and propose charters, subject to approval by This Committee.

4.2 Membership: Each member of This Committee shall serve on one and not more than two standing committees. Each member may designate the standing committees upon which that member wishes to serve, provided that the Chair may appoint members failing to make a choice and may reassign members as necessary to assure that each standing committee has sufficient numbers to address its tasks and at least three regular members of This Committee.

4.3 Chairs; Recall: The regular members of each standing committee shall select on such regular member as chair of the standing committee. The standing committee chair thereafter may be recalled at any time by two-thirds vote of the regular members on that standing committee or by This Committee in accordance with the provisions of Section 3.4 above.

4.4 Meetings: Each standing committee shall meet as called by its chair, provided that notice of all meetings shall be given to the Chair and Vice Chair of This Committee, and copies of all minutes, reports, and official correspondence shall be delivered to the Secretary of This Committee.

4.5 Special Committees: The Chair may appoint Members, one of whom shall be designated as chair, to serve as a special committee. The duties of any special committee shall be as prescribed by the Chair of This Committee subject to the approval of This Committee. Special committees shall meet in the same manner provided in Section 4.4 above.

4.6 Executive Board: The Executive Board shall be composed of the officers of This Committee and the chairs of the standing committees of This Committee. The Executive Board shall administer the affairs of This Committee in accordance with these Bylaws and policies established by This Committee. The Executive Board shall meeting at a time and place prescribed by Resolution of This Committee or by call of its senior available officer. A quorum shall consist of at least three members of the Executive Board; provided that if a quorum is unavailable, any two officers may consult for purposes of establishing an agenda for the next regular meeting of This Committee. The minutes of the meetings of the Executive Board shall be sent to each member of This Committee in accordance with the provisions of Section 3.6(c). E-mail votes of the Executive Board may be conducted at the call of the Chair of This Committee or upon the request of two-thirds of the members of the Executive Board.

Article V. Meetings

5.1 Organizational Meeting; Swearing-In: Members elected in the State primary in even- numbered years shall hold an organizational meeting at such time and place as those members continuing from the prior term shall determine. The primary purpose of the organizational meeting shall be to review and, if necessary, revise the organizational structure of This Committee and its standing committees, to select temporary or permanent officers for the upcoming term, to orient new Members, to propose nominees for regular Member vacancies not filled by election and for associate membership, and to set a regular meeting time and place. The organizational meeting may but need not also be designated for administration of the oath required under Section 2.5 to the members elected and appointed for the new term; provided that the time for swearing-in the new committee shall not be set for a date prior to the certification of results from the State primary election. Matters determined at an organizational meeting held prior to the swearing-in of This Committee for the new term shall not be binding unless and until ratified by This Committee following its swearing-in.

5.2 Regular Meetings; Time and Place: This Committee shall meet at least monthly on a date, time, and place established by Resolution of This Committee; provided that all meetings shall be held in quarters which are accessible to the physically handicapped (EC §7235), and further provided that This Committee may by vote of two-thirds of the members present and voting, cancel or change the time, date, or place of any subsequent regular monthly meeting.

5.3 Special Meetings: The Chair or any seven regular members may call a special meeting for any day that is not a legal holiday; provided that written notice is given as prescribed in Section 3.6 (c), and further provided that This Committee shall only transact such business at the special meeting as is specified in the notice thereof.

5.4 Meeting Call by Members: Notwithstanding any other provision of these bylaws, a meeting may be called upon five days’ notice by a majority of the members of This Committee (EC §7243).

5.5 Quorum: A quorum shall consist of at least one regular Member (or duly appointed alternate) from each of the five supervisoral districts or any seven (7) voting members. In the event that the total voting membership of This Committee is fewer than ten (10), a quorum shall consist of at least half of the voting members; provided that the only business which such a quorum may conduct is the election or appointment of additional members under Section 2.4 until a standard quorum can be obtained.

5.6 Proxies: Members shall not have the right to give proxy votes to anyone except by appointment of an Alternate as prescribed in these Bylaws.

5.7 Regular Order of Business: The order of business at a regular meeting of This Committee shall be as follows:

Roll call / Introductions
Announcements and guest speakers
Minutes of prior meetings and Secretary’s report
Treasurer’s and Financial Reports
Chair’s and Executive Board’s report
Campaign and Elected Representative Reports
Nominations and Elections to Fill Vacancies
Committee Reports and Action
Other Pending Business
New Business and Special Resolutions
Adjournment

The regular order of business may be modified in advance by the Executive Board or by the vote of two-thirds of the members present at any meeting.

5.8 Rules of Order: Except as otherwise provided for herein or prescribed by law or the bylaws of the California Democratic Party, the conduct of meetings by and the presentation of matters before This Committee shall be governed by the latest edition of The Standard Code of Parliamentary Procedure.

5.9 Right to the Floor: Any type of member of This Committee shall have the same right as any other member to speak on any matter before This Committee, to present resolutions for adoption by This Committee, and to announce matters of general interest to This Committee or its members at the appropriate time during the agenda.

Article VI. Resolutions and Endorsements

6.1 Regular Business: This Committee may by majority vote of those present and voting pass a resolution on any matter of regular business before This Committee, including positions recommended in standing or special committee reports and positions related to other items of business on the pre-announced agenda.

6.2 Special Resolutions: This Committee may declare its position upon any matter by a resolution at any meeting by a majority of the members present and voting. Such resolutions shall be presented to This Committee in one of the following ways:

(a) Upon an affirmative vote of the Executive Board to place the matter on the agenda;
(b) Upon petition of any five (5) members provided that notice of the petition has been given as prescribed in Section 3.6(c);
(c) By motion adopted at one meeting to place the matter on the agenda for a subsequent meeting; or
(d) Upon consent of two-thirds of the members present at a meeting for consideration at that meeting; provided that any matter presented and acted upon under this subsection (d) may be reconsidered by consent of a majority of the members present at the same or next regular meeting of This Committee.

6.3 Form and Amendment: Resolutions shall be submitted in writing or shall be stated orally at the time offered. However, notwithstanding any other provision of these Bylaws or The Standard Code of Parliamentary Procedure, any amendment or counter-proposal germane to the subject matter of the original proposed resolution shall be in order for consideration by This Committee. Resolutions which are adopted shall be reduced to writing by the Secretary who may make technical corrections therein unless This Committee otherwise directs. Adopted resolutions shall be numbered consecutively following a prefix to indicate year of passage, shall be certified by the Secretary or acting secretary, and may be distributed to interested persons or entities.

6.4 Endorsements: To the extent consistent with law, This Committee may endorse candidates or take positions on ballot propositions subject to the following conditions:

(a) Endorsements as between two or more eligible persons or positions shall be made only following notice to representatives of all eligible sides and all Members in the manner prescribed by Section 3.6(c);
(b) No endorsement shall be made except upon the affirmative vote of two- thirds of the members present and voting; and
(c) This Committee shall not endorse or in any way support any candidate who is not a Democrat. (CDP By-laws; Article VIII)

6.5 Platform: During the first eight months of odd-numbered years This Committee may develop its comprehensive platform. For this purpose the Chair may appoint special committees according to relevant subject mattes. Any platform statement proposed for adoption by This Committee shall be sent to the Members no later than five (5) days prior to the meeting at which it is to be considered, and no part of the platform shall be adopted later than October 31 of the same year.

6.6 Policy Statements: This Committee may establish by resolution policies and protocols governing matters of ongoing concern, including but not limited to the chartering of clubs, relationships with other organizations, the administration of committee assets, whether and when to endorse candidates, and on the provision of tangible forms of support to candidates and campaigns. Such policies and protocols shall be governed by principles of procedural fairness and openness while maximizing This Committee’s discretionary authority so as to limit the precedential effect of any act on future decisions.

Article VII. State Central Committee Members

7.1 Election of Members: At the next regular meeting of This Committee following the November statewide general election in even-numbered years, the Members shall elect Democratic State Central Committee members in the number prescribed by the Bylaws of the California Democratic Party (Article II, Section 4). Only Members elected or appointed to This Committee under Sections 2.1 and 2.4 above shall be eligible for election under this section, and the members elected hereunder shall be divided as equally as possible between men and women. Members elected hereunder shall be This Committee’s delegates to the state party annual convention.

7.2 Election of State Executive Board Representatives: At the first regular meeting of This Committee held after the State Party convention in odd-numbered years, This Committee shall elect from among its Democratic State Central Committee members, its allotted number of representatives to the Executive Board of the Democratic State Central Committee. (Bylaws of the CDP, Article VII, Section 2, b.)

7.3 Vacancies: In the event a member elected by This Committee to the Democratic State Central Committee or its Executive Board shall cease to be a member of the state committee or its Executive Board for any reason, the vacancy thus created shall be filled by election by This Committee at the next regular meeting following notice of such vacancy.

7.4 Stipends: This Committee may by budget or resolution provide for the payment of stipends to defray the travel expenses of its representatives on the state party Executive Board or of its delegates to the state party convention. If This Committee has determined to pay such stipends to its own representatives or delegates, it may also determine to pay equivalent or lesser stipends to defray the travel expenses of members of This Committee who hold other categories of membership on the Democratic State Central Committee or its Executive Board.

Article VIII. Term, Amendment, Construction and Waiver

8.1 Term of This Committee: The regular term of This Committee shall be for two years, commencing as soon as members are sworn-in at a meeting called for that purpose on or within one month after the date on which results are certified for the June primary election in even-numbered years, and continuing until the members of a successor committee are sworn-in two years hence. The bylaws and policies adopted during the given term of This Committee shall remain in effect in succeeding terms unless amended or repealed in accordance with these bylaws or superseded by a controlling provision of law or the bylaws of the California Democratic Party.

8.2 Amendment: These bylaws may be amended only by affirmative vote of two-thirds of the members present and voting, provided that the proposed amendment is submitted in writing and otherwise in accordance with the provisions of Sections 6.2 and 6.3 above respecting the presentation of special resolutions and amendments thereto.

8.3 Construction: These bylaws are adopted expressly subject to the Constitutions and laws of the United States of America and the State and California and the Bylaws of the California Democratic Party. No provision of these Bylaws in derogation of any of the foregoing laws or Bylaws, except insofar as the laws themselves are unconstitutional, shall be of any force or effect. An act by This Committee in derogation of its lawful powers shall be a complete nullity as if such action had never been proposed nor occurred. If any of the provisions of these Bylaws is for any reason determined to be illegal or unconstitutional, such determination shall not affect the legality or validity of any other provision of these Bylaws except to the extent that any other provision relies on the provision determined to be illegal or unconstitutional.

8.4 Waiver of Notice and Objections: Notwithstanding any other provision of these bylaws, no action or failure to act by This Committee shall be deemed invalid on the grounds of insufficient notice unless the member objecting to such action or failure to act does so at the first opportunity available to that member and in any event no more than thirty (30) days after the action or failure to act to which objection is made. Subject to the same time limits for raising such objection, no action or failure to act shall be deemed invalid on the grounds that one or more persons voting with the prevailing position were ineligible to vote, unless it is shown that the person or persons whose votes are challenged are presumptively ineligible rather than merely subject to removal under Section 2.11 and that the number of votes thus challenged was sufficient to change the outcome of This Committee’s vote.

Certificate of Adoption

I certify that the foregoing bylaws were adopted by vote of the members of This Committee at its regular meeting on January 14, 2009

Dated: February 4, 2009

/s/ Carol Conners

Secretary of This Committee

These bylaws amend, restate and supersede the bylaws of This Committee adopted on August 15, 2000, which in turn amended, restated, and superseded the bylaws of This Committee adopted on December 1, 1977 as amended in 1978, 1979, 1980, 1981. 1982, 1992, 2000, 2006, and 2007.