The purpose of bylaws for clubs is to establish the clubs management structure, procedures, and dispute resolution processes. This legally binding document serves as an operating manual for the club and is developed by its Executive board.
ARTICLE I. Purpose
The purpose of the San Diego Downtown Democratic Club is to promote the goals and ideals of
the Democratic Party. To further this end, the Club will actively support Democratic candidates,
contribute to party leadership, and stimulate active interest in the Democratic Party by providing
constructive roles for volunteers. The Club will be active primarily in the area known as
Downtown, San Diego.
The purpose of the San Diego Downtown Democratic Club is primarily realized through the
mechanism of the Deliberative Assembly which is defined in Robert’s Rules Chapter I, Section I,
the first two bullets of which are replicated here:
Section I. The Deliberative Assembly
• It is a group of people, having or assuming freedom to act in concert, meeting to determine, in
full and free discussion, courses of action to be taken in the name of the entire group.
• The group meets in a single room or area or under equivalent conditions of opportunity for
simultaneous aural communication among all participants.
In the furtherance of political participation advocated by party leaders and to stimulate active
interest in the Democratic Party the San Diego Downtown Democratic Club additionally provides
educational and developmental roles for new activists through its categories of Associate Membership.
ARTICLE II. Membership
Section 2.01 Voting Membership.
Any person who supports the purpose of the Club and is a registered member of the Democratic
Party, or who is ineligible to vote, (due to age, change of residence, applicant for citizenship or
other legal impediment), but pledges in writing that they intend to overcome the legal
impediment and to register as a Democrat when eligible, shall be eligible for Voting
Membership. Membership pledge forms may be obtained by applying for such in writing to the =Club at the email address stated on the Club’s website. Voting rights of members begin twenty-
eight days after paying dues and registering as a member of the club.
Section 2.02 Member in Good Standing.
Any person who is eligible for Voting Membership and who has been current in payment of Club
dues (or had them waived) for the last twenty-eight, (28), days shall be a member in good
standing and being entitled to all privileges of membership.
Section 2.03 Honorary Membership
Any Democratic Elected Official who resides in any portion of the City of San Diego is an
Honorary Member of the club with voting rights when present. Their dues are waived. They are
not counted towards quorum requirements but are counted towards quorum when present.
Section 2.04 Dues.
Annual dues shall be proposed by the Executive Board and ratified by the Club at the Annual
General Meeting in March. Dues for each member must be paid individually by that member.
Each membership shall be valid for twelve months, and will expire twelve months and one day
after the member’s dues are received by the Club, such date of originally receiving the dues
payment herein referred to as the “anniversary date”. The Secretary shall send a renewal notice
to each member no less than one month before his/her membership is due to expire. A club
member who renews their dues on or not earlier than ninety, (90),days before the expiration
date of their membership shall retain their anniversary date through the following year.
Section 2.05 Waived Dues.
Dues may be waived by the club's executive board upon showing good cause, but only for
applicants who have attended and participated in at least one of the previous three club
meetings. The anniversary date for purposes of membership and the start of the twenty-eight
day wait for voting rights for a member whose dues are waived is the date of the club meeting at
which he or she attended the meeting and applied to receive the waiver of dues. There is no
implication for when the club’s executive board must approve the waiver request, but indeed
may do so on application thereto or later.
Section 2.06 Lapsed Dues.
Voting Members whose dues or waiver have lapsed for no more than six months may pay or
have dues waived and immediately resume their voting rights at any meeting, at the same time
restoring their original anniversary date. For this purpose, the lapsed period includes the entire
6th month after the anniversary date. Members whose dues or waiver have lapsed for more
than six months may re-apply for Voting Membership under the terms described in Section
Section 2.07 Non-Voting Associate Members.
The following three sections describe circumstances when a member will be eligible for Non-
Voting Associate Membership. Non-Voting Associate Members may speak at club meetings but shall not be counted in the membership total used to establish the number of Club Representatives that the Club may appoint to the California Democratic Party Pre-Endorsement
Conferences, nor shall they be counted towards quorum requirements. Non-Voting Associate
members may not hold elective office in the Club. Non-Voting Associate Members are required
to pay club dues.
Section 2.07.1 Members who pay dues electronically or by U.S. postal mail without attending any of the three meetings on or before the e-payment date or postmark shall be Non-Voting
Associate Members. Such Members may convert to Voting Membership by attending and
signing in to any regular or special meeting of the club and notifying the Secretary of their desire
to convert their Non-Voting Associate Membership to Voting Membership. Voting Rights start
twenty-eight days after such a request for conversion as specified in Section 2.02.
Section 2.07.2 Members who join as part of a bulk membership application, where one person
makes a payment for one or more others to join shall be Non-Voting Associate Members. Such
Non-Voting Associate Members may convert to Voting Membership by attending and signing in
to any regular or special meeting of the club and notifying the Secretary of their desire to
convert their Non-Voting Associate Membership to Voting Membership. Voting Rights start
twenty-eight days after such a request for conversion as specified in Section 2.02.
Section 2.07.3 Any person who supports the purpose of the Club and the purpose, values and
goals of the Democratic Party but who is registered to vote as No-Party-Preference.
Section 2.08 Lifetime Members.
Club members who have contributed substantially to the Club and/or to the Democratic Party
over a sustained period of time may be granted Lifetime Membership by a majority vote of the
club present and voting. Their dues are waived. They are not counted towards quorum
requirements but are counted towards quorum when present.
Section 2.09 Minimum Requirements for Club Viability
A roster of the club must have at least twenty, (20), members who are Democrats or have
pledged in writing they intend to overcome the legal impediment to registration and intend to
register as Democrats as soon as they are eligible to do so, and at least two thirds (2/3) of
members (both Voting Members and Non-Voting Associate Members) are registered Democrats
or intend to register as Democrats.
Section 2.10 Duties.
The members shall advise Club officers and other members of the Club of the resources,
needs, problems, and conditions that exist in the area served by the Club. The members shall
promote the growth of the Club, carry on its purposes and have general charge of its affairs and
assets. To receive notifications and other communications members should provide the club’s
Secretary with their email address, and access the club’s website and other social media in
order to be informed of meetings, events and activities organized by the club.
ARTICLE III. Officers
Section 3.01 Elected Officers.
The elected officers of the Club shall consist of President, Vice President, Secretary and
Treasurer. The elected officers shall hold office until the installation of new elected officers at
the Annual Meeting in March.
Section 3.02 Eligibility.
Any member in good standing as of 90 days prior to election or appointment is eligible to serve
as an officer.
Section 3.03 Removal of Officer.
Any officer may be removed by a vote of two-thirds of the members present at any general
meeting of the Club at which a quorum is present, provided a notice of this pending action was
included in the meeting notice. Should any officer fail to attend three regularly scheduled
meetings in succession, the office may be declared vacant without notice by the Executive
Board. Any vacant elective office shall be filled pursuant to Section 4.04 of Article IV.
Section 3.04 Resignation of Officer.
Any officer may resign at any time by giving written notice to the President or the Secretary of
the Club. Any such resignation shall take effect on the date of receipt of such notice or at any
time specified therein, and, unless otherwise specified herein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 3.05 President’s Duties.
The President has the responsibility of providing overall leadership to the Club in consultation
with, and under the direction of the Club. He/she shall chair all meetings of the Club and of the
Executive Board. The President shall appoint the chairs and members of the Club’s committees
and shall be an ex-officio member of each. The chairs of committees shall be ratified by the
Club at the next Club meeting on or after which that appointment takes place and notification of
that ratification shall be included in the respective meeting notice. The President, attending as a
committee ex-officio member, shall not be counted towards the quorum of that committee. The
President shall act as conditional signatory of checks drawn on the club’s bank account(s), if the
Treasurer is absent or unable to do so and only when so authorized by the Executive Board.
The President shall have such other powers and duties as may be authorized by the Club.
Section 3.06 Vice President’s Duties.
In the absence or disability of the President, the Vice-President shall perform all of the duties of
the President, and, when so acting, shall have all the powers of and be subject to all of the
restrictions on the President. The Vice-President shall perform such other duties as may be
authorized from time to time by the Club.
Section 3.07 Secretary’s Duties.
The Secretary shall keep or cause to be kept a record of all attendees at club meetings,
including records of voting and non- voting memberships and members who are, and are not, in
good standing, votes and minutes of General and Executive Board meetings, and shall give
notice as required by these Bylaws of all meetings. The Secretary shall have custody of all
books, records and papers of the Club, except for the financial records in the charge of the
Treasurer. The Secretary shall provide copies of any minutes of any Club meetings to members
on request. The Secretary shall keep an up-to-date membership roster and send dues renewal
notices as listed in Article II, Section 2.04. The Secretary shall develop and, with the approval of
fraction thereof) 20 registered Democratic members in good standing in the Assembly District to
be ratified and submitted by the Executive Board, by July 1 of each odd-numbered year, to both
the San Diego County Democratic Party and the appropriate CDP Regional Director(s). The
Secretary shall authorize with the Club’s bank, the Treasurer and President to sign checks on
the Club’s bank account(s), and any subsequent change in persons elected to those roles, or, in
the event of the absence or inability of the President, the Vice-President.
Section 3.08 Treasurer’s Duties.
The Treasurer shall keep, or cause to be kept, accounts of all monies of the Club received or
disbursed, and shall deposit all money and valuables in the name and to the credit of the Club
in such banks or depositories as the Club shall determine. The Treasurer shall be the principal
signatory of checks drawer on the Club’s bank account(s). The Treasurer shall prepare and
present reports of the Club’s financial condition at the club’s General Meetings, and shall make
all financial records of the Club available for an annual audit. The Treasurer shall be responsible
for the collection of dues. It is the Treasurer’s responsibility to compile a yearly budget from the
recommendations of the Executive Board and submit it for adoption at the next regularly
scheduled meeting after installation. The Treasurer shall be responsible for filing the FPPC/FEC
financial report on time as required.
ARTICLE IV. Election of Officers
Section 4.01 Annual General Meeting
The election of officers, and consideration of proposed changes to these bylaws, shall be held
at the Annual General Meeting in March.
Section 4.02 Nominating Committee.
The President shall appoint a Nominating Committee comprising the Executive Board and up to
five Voting Members in good standing and present this Nominating Committee for the approval
of the Club at a General Meeting in January. The Nominating Committee shall endeavor to
identify at least one candidate from those Voting Members of the club in good standing for each
elective office and report its selections at a General Meeting in February. All Voting Members in
good standing are eligible for selection and self-nominations are allowed. Candidates for elected
office must notify the Nominating Committee via the Secretary of their candidacy no less than
34 days prior to the Annual General Meeting at which officers are to be elected. If an office has
no declared candidate, the floor will be open for additional nominations at the Annual General
Meeting in March.
Section 4.03 Annual Elections.
Those members nominated at the February General Meeting shall be voted on at the Annual
General Meeting in March by secret ballot of the Voting Members. Election shall be by majority
of votes cast, a run-off election shall be held between those two persons receiving the greatest
number of votes, and the person who subsequently receives a majority of votes cast shall be
declared elected. Officers’ terms begin immediately.
Section 4.04 Special Elections to fill Vacancies.
If an elected office becomes vacant, it shall be filled for the unexpired term by appointment by
the Executive Board, subject to ratification by the Club at the next regular meeting at which a
quorum is present. If the Club does not ratify the choice of the Executive Board, nominations
shall be accepted from the floor at that meeting. Election will be by secret ballot and the person
receiving a majority of votes cast shall be elected. If a run-off is required, it shall be held as
described in Section 4.03 of this Article.
ARTICLE V. Meetings
Section 5.01 General Meetings.
General meetings shall be held on a monthly basis unless otherwise determined by the Club or
Executive Board. The club’s Annual General Meeting shall be held in March. General meetings
shall be held at a time and place specified by the Executive Board.
Section 5.02 Quorum.
A quorum at all general meetings for the transaction of business shall be no less than fifteen
percent, (15%), of the Club’s Voting Members in good standing. Quorum requirements shall be
reduced proportionately for repeat “no-shows” by reducing the total number of members used
for the calculation of quorum by one for each voting member who has not attended any of the
immediately preceding three regular meetings, counting the current meeting as one of the three.
Section 5.03 Notice of Meetings.
Regularly scheduled monthly club General and Executive Board meetings need not be noticed
due to cost and their recurring nature and members are expected to consult the club web site
and its other social media sites for program information. Except as otherwise required in these
bylaws, the club Secretary shall send an email reminder no less than four (4) days before the
meeting to all club members for whom an email address is known and to any member who has
not explicitly opted-out of such reminders. Notice may be waived by any member who so
chooses. Individual members are responsible to maintain their correct email address with the
Secretary. The Club may not distribute those email addresses to any third party and must use
club or its Executive Board may employ postal mail notification at any time deemed appropriate.
Section 5.04 Special Meetings.
A special meeting of the Club may be called by the Executive Board or President. Notice shall
be given to members in the fashion as listed in Article V, Section 5.03 and the agenda for the
a special meeting will be limited to no more than two specific items.
Section 5.05 Parliamentary Authority.
Robert’s Rules of Order, Newly Revised, shall be the parliamentary authority for the Club on all
questions not covered by these Bylaws.
ARTICLE VI. Executive Board
Section 6.01 Organization.
The Executive Board shall comprise the President, Vice President, Secretary, Treasurer and up
to two members-at-large. The Chairs of the Committees other than the Audit Committee will
support the Board and participate in Board meetings as each Chair and the Board deems
A quorum at an Executive Board meeting is half of its members unless only elected officers are
present in which case a quorum is a majority of the elected officers (3). An elected officer who is
also a committee chair shall be counted as one member and shall be considered an elected
officer for purposes of quorum.
Executive Board meetings may be called by a majority of its members or by the President. The
location, date and time of Executive Board meetings shall be determined by a majority vote of
the Executive Board.
Section 6.02 Powers.
The Executive Board is empowered to hold General Meetings and events of the Club and to act
on all matters specifically referred to it by the Club. The location, date and time of club
meetings, programs and events including a written agenda shall be produced by a majority vote
of the Executive Board and implemented by the presiding officer. If immediate action is required
between meetings of the Club (as determined by the Executive Board), the Executive Board, as
limited by Section 6.03 of this Article, may act for the Club. Any action taken pursuant to this
Section is subject to ratification of the Club at its next General Meeting. All decisions of the
The Executive Board shall be determined by a majority vote. The Executive Board shall approve all expenditures and carry out the Club business between General Meetings in a manner
consistent with actions taken at the General Meetings, and perform any other duties provided
for in these bylaws. The President shall pre-approve any written correspondence on behalf of
the Club. The President shall be the sole spokesperson of the Club, unless he/she delegates
that role to another officer on a temporary basis.
Section 6.03 Limitations.
Notwithstanding the powers delegated to the Executive Board, the Executive Board shall not
• Endorse any candidate or adopt a position on any ballot measure.
• Adopt, amend or repeal these Bylaws.
• Amend or repeal any action of the Club that, by its express terms, cannot be amended or
repealed by the Executive Board.
• Take any action contrary to a directive of the Club.
Section 6.04 No Dual Votes.
An officer who is Chair of one or more committees has only one vote on the Executive Board.
ARTICLE VII. Committees
Section 7.01 Ad Hoc Committees
Ad hoc committees may be identified by the President as needed, and created when ratified by
the Executive Board.
Section 7.021 Standing Committees.
The club shall establish a standing Audit committee comprising three Treasurers of Democratic
Clubs nominated by the San Diego County Democratic Party’s Director of Clubs.
Other Standing Committees may be established by the Voting Members in good standing at the
Club’s first Annual General Meeting in March 2020. Each standing committee shall have such
powers and perform such duties as may be authorized by the Club.
ARTICLE VIII. Finances
Section 8.01 Check Signing Authority.
All receipts, income and other funds received by the Club shall be deposited in the Club’s bank
account(s) and may be drawn for operating expenses by the officers authorized to do so. The
Secretary shall authorize with the Club’s bank the Treasurer and President to sign checks on
the Club’s bank account(s), and any subsequent change in persons elected to those roles, or, in
the event of the absence or inability of the President, the Vice-President. Only one signatory is
needed. The primary signatory shall be the Treasurer. The President, or if unable, the Vice-
President, shall be a conditional signatory, authorized to do so only in the event that the Treasurer is unable to sign, and when so authorized by the Executive Board. Checks shall not
exceed $200, or such sum as set by the Voting Members at the Annual General Meeting,
without Executive Board approval.
Section 8.02 Inspection of Records.
Any member in good standing shall have access to all financial records upon giving seventy-
two, (72), hours written notice. Inspection of the records pursuant to this notice shall be at a
reasonable time and place.
Section 8.03 Fiscal Year.
The Club shall operate on a fiscal year from October January 1 through September December
Section 8.04 - Reporting to the club.
The Treasurer shall make a report on the club finances at each Generalthe Annual Meeting of
the Club and whenever appropriate during the year.
Section 8.05 – Annual Audit
The Executive Board is responsible for audit of all financial records at the end of the fiscal year
to insure that club monies have been used in a manner appropriate to our goals and ideals.
ARTICLE IX. Endorsements
Section 9.01 Limitations.
The Club may endorse or rate candidates for partisan and nonpartisan public elective and
Democratic Party offices and delegates, and may endorse or oppose initiatives, legislation,
referendums and other plebiscites provided that notice of possible endorsements is given the
members at least two, (2), weeks prior to the meeting at which the possible endorsements are
to take place. That notice must include the offices or candidates or initiatives, legislation,
referendums or other plebiscites to be endorsed, and at the endorsement meeting, only those
offices, candidates or issues may be endorsed or rated. The Executive Board of the club shall
schedule all endorsement meetings.
A. The club shall endorse only registered Democrats.
B. A candidate is a person who declares that he is seeking a particular public or Democratic
Party office or position, even if that declaration occurs before the official filing period for that
office or position.
C. Non-Democratic candidates may only be rated acceptable or unacceptable.
D. In addition to the notification requirement of at least two (2) weeks prior to the endorsement,
notification shall be made either at a previous meeting of the general membership or by mail.
E. A quorum of fifteen percent, (15%), of all eligible Club Voting Members is required for an
endorsement vote to take place. Candidates who are Club members in good standing may vote.
F. Prior to voting on a candidate race, the club may rescind the scheduled endorsement vote for
that race (Robert’s Rules Section 35) with a simple majority vote after a motion and a second
from any voting members. Similarly, prior to voting on a candidate race, and after a motion and
a second from any voting members and by a simple majority vote the club may forgo an
endorsement and immediately consider rating candidates in the race. Additionally, upon the
rescission of a scheduled endorsement vote, the club may immediately consider rating
candidates in the race upon a simple majority vote to do so. If no endorsement vote is taken,
nor candidates rated in a race, then the outcome shall be listed as “No Position” in that race.
Any publication of a “No Position” outcome by the club will clearly define the difference between
“No Endorsement” and “No Position”.
G. Endorsements by the Club shall not be construed as the official endorsement of either the
California Democratic Party (CDP) or the San Diego County Democratic Party. Words to that
effect shall be clearly visible wherever the club's endorsement is referred to.
H. Any publication of endorsements by the club shall clearly delineate between endorsed
candidates and candidates rated acceptable.
I. Reasonable attempts are made to notify and invite all candidates to an endorsement meeting
where their race is being considered at least five (5) business days prior to the meeting.
9.02 Procedures For Friendly Incumbent Endorsements.
A. The Downtown Democratic Club may make Friendly Incumbent Endorsements without the
need of secret ballots, but notification requirements in Section 9.01 must still be met. A
candidate shall be considered an incumbent for the purposes of this section only if the
candidate is seeking reelection to the same body in which that candidate currently serves. For
this purpose, the State Assembly, State Senate, House of Representatives and the U.S. Senate
are considered different bodies. Any other Democrat known to the club to have expressed an
interest in running for the seat being endorsed under this section, in addition to the Friendly
Incumbent, shall also be notified according to the requirements in Section 9.01. A Friendly
Incumbent may be endorsed by a voice vote or a show of hands with a 60% majority of
members voting; however, voting shall be by secret ballot when requested by any member
eligible to vote.
B. A Friendly Incumbent need not apply for the club’s endorsement; however, if no Friendly
Incumbent Endorsement is passed, then the candidate in question may still apply for an Other
than Friendly Incumbent Endorsement under Section 9.03 of this Article.
9.03 Procedures For Other than Friendly Incumbent Endorsements.
A. The election shall be by secret ballot only. Each candidate eligible for the club’s endorsement
shall appear on the secret ballot. The option of “no endorsement” shall always be an alternative
on the ballot.
B. If seeking endorsement, a Democratic San Diego County resident candidate for a non-
the statewide office must apply for the club's endorsement.
C. A 60 percent vote at a properly noticed meeting at which a quorum is present is required to
receive the Club’s endorsement, to rate a candidate acceptable or unacceptable, or to take a
position on a ballot measure.
D. If no candidate receives the required 60 percent vote for endorsement, subsequent ballots
shall be taken deleting the candidate(s) receiving the least number of votes and those receiving
no votes on the previous ballot. All candidates tied for the least number of votes shall be deleted
from subsequent ballots even if that results in the Club’s taking a “no endorsement” position, in
in which case, the candidates may be rated.
E. If after the completion of balloting, no candidate has received the sixty percent, (60%), of the
vote required for an endorsement, the Chair of the meeting may entertain motions to rate one or
more of the candidates. If a candidate is endorsed in a given race, the remaining candidates in
that race shall not be rated. Ratings shall be “acceptable”, “not acceptable” or “Do-Not-Vote-
F. Candidates for statewide office who have applied for the CDP endorsement are automatically
eligible for the club's endorsement.
G. Any Democratic Presidential Candidates on the California Secretary of State's list of
presidential candidates are automatically eligible for the club's endorsement.
ARTICLE X. Club Representatives
SECTION 10.1: 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) twenty, (20), registered Democratic members in good standing in the Assembly
District who are listed on a roster submitted, by July 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 Executive Board. Representatives should be equally apportioned
between men and women to the extent possible. The Club's officers shall determine the number
of club representatives that it is qualified to elect/appoint based upon its roster.
SECTION 10.2: San Diego County Democratic Party
Under the club’s charter with the San Diego County Democratic Party, 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 10.3 and 10.4 of this
Article. An Associate Member application, for the President or any other representative, must be
submitted to the SDCDP within thirty, (30), days of his or her selection by the club.
SECTION 10.3: Selection
Club representatives to the CDP and SDCDP – and any other official representatives,
delegates, and alternates from the club to conferences, caucuses, councils, conventions, 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.
SECTION 10.4: 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 XI. Amendment of Bylaws
Bylaws may .be amended by consensus of the Executive Board, after consultation with the
appropriate Democratic Party officials. a two-thirds majority vote of members of the Executive
Board present at a properly noticed meeting called for such purpose and at which a quorum is
present. Proposed changes to these bylaws that do not meet the Executive Board Consensus
requirement may be considered only at the Annual General Meeting in March By vote of the
club’s Members In Good Standing (MIGS) at a designated General Meeting and must have
been submitted to the Secretary no less than eighteen, (18), days before the meeting. They
Proposed changes to bylaws to be considered by MIGS must be emailed by the Secretary to
each member at least two weeks prior to the Annual Meeting.
(These bylaws were adopted by the Executive Board of the Club on February 19th. 2019).
Proposed Amendments, January 9, 2020 (as modified by Board discussions)
Section 4.02 Nominating Committee: Delete requirement for 34 days’ notice prior to
Annual Meeting to become a candidate for Board position Article VI Executive Board: Removes Committee Chairs as automatic members of the Executive Board; adds up to two “members-at-large” to the Executive Board Section 7.02 Standing Committee: Removes “Audit Committee”
Section 8.03 Fiscal Year: Changes our fiscal year to calendar year (Jan 1- Dec 31)
Section 8.04 Reporting to the Club: Changes required Treasurer report to the Club from
each General Meeting to Annual Meeting
Section 8.05 Annual Audit (new section): Executive Board responsible for year-end audit
at the end of the club’s fiscal year
Article XI Amendment of Bylaws: Bylaws may be changed by the Executive Board
PROVIDED that consensus is reached and all current Executive Board members agree
that the changes are necessary and consistent with Democratic Party guidelines. Also
removed restriction that bylaw changes to be submitted to MIGS can only be considered
at an Annual Meeting.