Bylaws

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Article I

Section 1. NAME. The name of this club is the Charles County Women’s Democratic

Club (CCWDC) PAC.

Section 2. MISSION STATEMENT. The CCWDC PAC mission is to educate and

involve Democratic women, men, and non-conforming people in the political

process and advocate for equality under the law for all people. 

Section 3. PURPOSE. The CCWDC PAC is organized exclusively as a voluntary, non-

profit, unincorporated political action committee for the purposes: (a) to educate

and affiliate women, men, non-binary, and non-conforming people with the United

States/Maryland/Charles County democratic and electoral process; (b) to educate

and integrate more people into the political process by emphasizing the citizen’s

right, privilege, and responsibility to vote; (c)to advocate for equality under the law

and within Charles County/Maryland/United States of America for all people; (d) to

evaluate and discuss social, electoral, and legislative issues regarding their impact

on women’s rights, Black Rights, Latino Rights, Asian, Indian, Indigenous, LBGTQ

Plus, and anyone being discriminated against basis on race/color/sexuality/creed,

equality, and the Charles County, Maryland, United States of America community;

(e) to educate and support women/non-binary seeking to hold elected and/or

appointed office; (f) to support the election of Democratic candidates to public

office; and (g) to engage in any other activities which are not inconsistent with

Section 501(c)(7) of the Internal Revenue Code and applicable state law. 

Section: Fiscal Year October 1, through September 30.

ARTICLE II MEMBERSHIP AND DUES 

Section 1. MEMBERSHIP. The Members of the CCWDC PAC (hereinafter “Members”)

shall constitute the membership of the CCWDC PAC. Membership in the CCWDC

PAC is defined by the following and includes privileges including but not limited to

those articulated below and additional items agreed upon through normal voting

mechanisms or membership agreed-upon terms: 

a. Members shall be registered with the Democratic Party. 

b. Members that are women/non-conforming (woman led) residents of Charles

County are eligible to vote upon payment of annual dues. 

c. A Member must be present in person or via an online platform to vote at any

meeting of the CCWDC PAC. 

Section 2. COMPENSATION. The Members of the CCWDC PAC shall serve without

compensation. 

Section 3. DUES. Annual dues are payable on October 1, to the Treasurer. 

Section 4. MEETINGS. Regular meetings of the Members shall be held each month.

The Members present at a regular monthly meeting shall constitute a quorum for

business transactions of the CCWDC PAC. 

Section 6. VOLUNTEER SERVICE HOURS: Members must complete a minimum of 24

volunteer service hours on behalf of the PAC in a calendar year. These service hours

may include activities such as canvassing, phone banking, attending community

events. Attendance at monthly meetings meet 1 service hour requirement per

meeting.

Section 7. VOTING. Except as otherwise provided in these bylaws, decisions of the

Members shall be by vote of a majority (fifty percent (50%) plus one (1)) of those

present. Each Member shall have one vote. There shall be no proxy voting. 

ARTICLE III BOARD MEMBERS 

Section 1. ROLE/NUMBER. The business and affairs of the CCWDC PAC shall be

governed by a Board Members (hereinafter the “Board”) which, shall be composed

of five (5) members. 

Section 2. COMPOSITION. The Board shall be composed of women, men, and non-

binary people representing the diversity of the community being served,

considering race, religious beliefs, economic status, age, and other factors. 

Section 3. ELECTION/VACANCIES. Elections will be held every Presidential Election

beginning the third Tuesday in November 2028. Vacancies occurring between

election years may be filled with a special election within 60 days of the vacancy. 

Section 4. TERMS. Board Members are allowed to serve for two terms for a total of

eight years. No person shall serve more than two (2) terms on the Board. After

serving the maximum time allowed, a person may not serve as a Board Member

again, however, they can run for office (President/VP/Secretary/Treasurer). You are

not allowed to serve as a Board Member and an officer at the same time.

Section 6. REMOVAL. Any Board Member may be removed from office, with or

without the assignment of any cause, by a vote of the majority of the Board

Members and Officers at any meeting of the CCWDC PAC convened in compliance

with these Bylaws, provided that written notice of the intention to consider

removal of such Board Member has been included in the notice of the meeting. No

Board Member shall be removed without having the opportunity to be heard at

such a meeting, but no formal hearing procedure need be followed. 

Section 7. RESIGNATION. A Board Member may resign by submitting a written

resignation to the President or to the other members of the Board if the resigning

Board Member is the President. Failure to attend three (3) consecutive Board

meetings without excuse shall constitute a resignation from the Board. 

ARTICLE IV OFFICERS OF THE BOARD 

Section 1. ELECTION. The Officers shall consist of the President, Secretary,

Treasurer, Director of Communications, and such additional vice presidents or

assistant secretaries or assistant treasurers as the Board may occasionally appoint.

The Officers shall be elected by the Members, from among the Members, at the

November meeting of the CCWDC PAC. The election of Officers shall occur on

alternate years with the President and Secretary, elected in even years, and the

Director of Communications and Treasurer elected in odd years. Section 2.

VACANCIES. Any vacancy occurring in any position of Officer, for whatever reason,

shall be filled by the Board, and any Director so elected shall fulfill the term of her

predecessor. Section 3. TERMS. Officers shall serve a term of two (2) years, until

their successors are elected. No Officer shall serve more than two (2) consecutive

terms in the same office. Section 4. ELECTION PROCESS. When there are twenty-

five (25) or more active members, elections will occur according to subsections (A)

through (D) and (F). If there are less than twenty-five (25) active members then

elections will follow subsections (D), (E), and (F). (A). A Nominating Committee

comprised of three members who do not intend to run for office shall be appointed

by the President at the regular business meeting in September. (1.) The

Nominating Committee shall choose one (1) active member for each office. No

name shall be presented without the prior consent of the nominee. (2.) Any

member nominated for the position of President must be an active member of the

organization for at least six (6) months preceding the election. CCWDC PAC Bylaws

Page 4 | 13 (B). The slate of Officers selected by the Nominating Committee shall be

presented during the October business meeting under New Business. After the

report, nominations may be made from the floor for any of the offices at the

consent of the nominee. The nominations of the Nominating Committee along with

the floor nominations shall constitute the official ballot. (C). All Officers shall be

elected at the November meeting of each year. The election of Officers shall be

decided by a voice vote for an unopposed slate of officers and a ballot vote for

more than one nominee for any of the offices. In the event of a ballot vote, the

Secretary, or an Officer not on the ballot, shall count the votes and announce the

winners. A majority vote shall elect. (D). All newly elected Officers shall be installed

by the close of the December meeting and assume her duties in January. (E). The

nomination and election of Officers shall take place at the regular business

meeting in November each year. Nominations shall be comprised of active

members who have been members of the CCWDC PAC for at least six (6) months

preceding the election. The election of Officers shall be decided by a voice vote for

an unopposed slate of officers and a ballot vote for more than one nominee for any

of the offices. In the event of a ballot vote, the Secretary, or an Officer not on the

ballot, shall count the votes and announce the winners. A majority vote shall elect.

(F). DEFINITION(s). Active Member is defined as a Member that has attended four

(4) meetings, events, and functions in the calendar year. Meetings include, but are

not limited to, those of the general members; subcommittee; committee; executive

board; and board of directors. Section 5. REMOVAL. An Officer may be removed

from office, with or without cause, as determined by a majority vote of the

Members present at any CCWDC PAC meeting. Section 6. RESIGNATION. An Officer

may resign by submitting a written resignation to the President or Secretary or to

the other Directors if the resigning officer is the President. Section 7. AUTHORITY

AND DUTIES. The Officers shall have the authority and responsibility delegated by

the Board as follows: (A). The President shall preside at and conduct all meetings of

the CCWDC PAC, Board, and of the Executive Committee of which she shall be

chairman ex-officio. The President shall have power to call meetings of the CCWDC

PAC, Board, or the Executive Committee, provided sufficient notice has been given

to persons eligible to attend such meetings. The President shall be the Chief

Executive Officer; she shall appoint all standing and special committees. The

President CCWDC PAC Bylaws Page 5 | 13 and/or the Treasurer shall sign all checks

drawn against the CCWDC's PAC account. The President may sign all contracts and

agreements in the name of the CCWDC PAC after they have been approved by the

Board; serve as the representative of the CCWDC PAC in meetings and discussions

with other organizations and agencies; and otherwise perform all the duties which

are ordinarily the function of the office, or which are assigned by the Board. If the

President is absent or unable to perform her duties, the Officers shall perform her

duties in succession: Treasurer, Director of Communications, Secretary. (B) The

Treasurer shall ensure there is timely and adequate management of financial

resources and reporting to enable the Board to monitor the CCWDC’s PAC financial

resources. The Treasurer shall advise the Board of any significant financial matters

that require action by the Board. If required, the Treasurer shall ensure that the

Board engages a qualified auditor for an annual examination of the financial

statements. The Treasurer is the Chief Financial Officers of the CCWDC PAC, shall

serve as a member of the Finance Committee and may serve as the chair of the

Finance Committee. All checks shall be signed by the President in her absence. The

Treasurer shall submit a report of the financial condition at all meetings of the

CCWDC PAC and she shall perform such other duties that are incidental to this

office. (C) The Secretary is the Recording Secretary and shall keep accurate

records, official documents, and minutes of all meetings of the Membership, Board,

Executive Committee, and CCWDC PAC; make available the minutes of the previous

meeting and distribute them in advance of each meeting; cause to be delivered all

notices of meetings to those persons entitled to vote at such meeting; and shall be

custodian of the Bylaws and maintain a current listing, with contact information, of

the Members and Directors at the office of the CCWDC PAC. The Secretary shall

keep an attendance record of all meetings. She shall perform such other duties

pertaining to the general record keeping and correspondence as are incidental to

the office. (D) The Communications Director shall manage and maintain accurate

records of CCWDC PAC public communications and announcements whether in

digital or print to include, but not limited to, marketing materials, ad campaigns,

social media, photos, and event materials; create, manage, and filter content on

CCWDC PAC social media sites; manage document scanning and archive of CCWDC

PAC materials; provide copy of external correspondence and communications to

Secretary as part of the permanent record. (E) Other Officers appointed by the

Board shall perform such duties as specified by the Board or by Officers given

authority over them. (F) It shall be the duty of all Officers of the CCWDC PAC to keep

records on a current basis. These records shall be turned over to the incoming

Officers at least five (5) days before the January meeting at which they assume

office. CCWDC PAC Bylaws Page 6 | 13 

ARTICLE V BOARD MEETINGS 

Section 1. REGULAR BOARD MEETINGS. Regular meetings of the Board shall be

held at least one month, President can cancel a meeting if it is deemed necessary.

Section 2. SPECIAL MEETINGS. Special meetings of the Board shall be held at any

time and at any place when called by the President or by at least three (3) Directors

or twenty-five percent (25%) of the Directors, whichever is greater. Business

transacted at special meetings shall be confined to the purposes of the meeting

stated in the notice of the meeting. 

Section 3. NOTICE OF MEETINGS. Notice of regular Board meetings shall be via

email and delivered at least 10 days and no more than 30 days before the day of the

meeting. Notices of special meetings shall state that it is a special meeting being

called and may be given orally or in an email at least 48 hours prior to the meeting

time. Failure of notice to any member shall not invalidate the meeting or any

action taken at the meeting. 

Section 4. EXECUTIVE SESSION. At any meeting of the Board, where a quorum is

present, the Board may, by majority vote, decide to enter an Executive Session in

which only voting Board Members may be present. The decision to enter Executive

Session shall be recorded in the minutes, and actions taken may be recorded in the

minutes. Executive Session minutes may be kept separately and confidentially, and

need not include the discussion, only actions taken. 

Section 5. QUORUM. At meetings of the Board, a quorum shall consist of a simple

majority or fifty percent (50%) plus one (1) of the Directors then serving, present in

person. 

Section 6. VOTING. Except as otherwise provided in these bylaws, decisions of the

Board shall be by vote of a majority (fifty percent (50%) plus one (1)) of those

present assuming a quorum, but not less than one-third (1/3) of the Directors then

serving. Each Director shall have one vote. Directors may vote only in person. There

shall be no proxy voting. 

Section 7. TELEPHONE AND ELECTRONIC PARTICIPATION. Board Members may

participate in Board meetings and vote on matters discussed therein, by means of

a conference telephone or similar communications equipment by means of which

all persons participating in such meeting can hear each other at the same time.

Participation by such means shall constitute in person the presence of the Board

Member at the meeting. 

ARTICLE VI COMMITTEES 

Section 1. COMMITTEES. 

(A) The Board may create such committees with such powers as it deems wise to

have. However, the Board may not delegate to committees the following powers: 1.

the power to amend the bylaws; 2. the power to hire or fire chief executives; 3. the

power to amend articles of incorporation; 4. the power to approve dissolution,

merger, or transfer of assets of the CCWDC PAC; and 5. the power to take any action

that requires approval of the Board by law. 

(B) Committee minutes must reflect any action taken by the committee on behalf

of the Board, must be shared with the Board, and must become part of the

corporate record. The President may appoint persons to chair and serve on those

committees and may appoint persons who are not Directors of the CCWDC PAC to

those committees. All such appointments must be approved by the Board either

prior to the appointment or be ratified at the next Board meeting. 

(C) The President may establish such standing committees as the President

determines are appropriate for the conduct of the business of the CCWDC PAC.

Each committee shall include at least two (2) Directors and may include persons

who are not Directors. Members of the Standing Committees shall be appointed by

the President. There shall be the following Standing Committees: 

(1) Executive Committee. The Executive Committee shall consist of the President,

First Vice President, Second Vice President, Secretary, and Treasurer. The Executive

Committee shall develop recommendations with respect to various matters

pertaining to the affairs of the CCWDC PAC and shall report such recommendations

to the Board for action. In instances where special circumstances require

expeditious action between meetings of the Board, the Executive Committee shall

have the power to take the necessary actions, subject to any prior limitation

imposed by the Board. The minutes of the Executive Committee shall include a

summary of the circumstances requiring any expeditious action taken by the

Executive Committee and the minutes shall be submitted to the Board. 

(2) Membership Committee. The Membership Committee shall be appointed by the

President and approved by the Board. The Membership Committee shall consist of

at least two (2) Directors, one of whom shall serve as Chairperson of the

committee. No person shall serve on the Membership Committee for more than

three (3) consecutive years. The Membership Committee shall be responsible for

building the CCWDC PAC Membership, mentoring Active Members (see Article V

Section 4(F)), preparing Members to serve as Directors, and developing community

relations. The Committee may also design, prepare, and coordinate CCWDC PAC

promotional materials with the Director of Communications and Executive

Committee. In consultation with the CCWDC PAC President, the Development

Committee members may serve as representatives of the CCWDC to other

organizations, potential members, and elected officials. 

(3) Finance Committee. The Finance Committee shall be responsible for oversight

of the financial operations of the Corporation. While serving on the Finance

Committee, a member of the Committee shall not: accept any consulting fee,

advisory fee, or other compensation or benefits from the CCWDC PAC; or have

participated in any other transactions with the CCWDC PAC in which he or she has a

financial interest within the previous year. The Committee shall be responsible for

the following actions: 

1. Review, discuss and recommend changes to the proposed annual

CCWDC PAC budget and submit for approval to the Board; 

2. Review, discuss and present the financial statements to the Board of the

CCWDC PAC for approval, at least quarterly; 

3. Oversee the agency audit if required, including appointing the auditor

and receiving the auditor’s report directly. The Committee shall

recommend and review policy and procedures for: (a) the receipt,

retention, and treatment of complaints received by the CCWDC PAC

regarding accounting, internal accounting controls, or auditing matters;

and (b) the confidential, anonymous submission by employees of the

CCWDC PAC of concerns regarding questionable accounting, auditing, or

other financial matters. A separate committee or a subcommittee of the

Finance Committee may be appointed to oversee the audit. 

4. Periodically, review and discuss the quality, quantity, substance, and

dissemination of financial information provided to the Board and the

Committee, recommending improvements as necessary; and v. Monitor

the investments of the CCWDC PAC and develop and recommend to the

Board changes to the CCWDC’s PAC investment and endowment policies

as appropriate. (4) Special Committees. The President of the CCWDC

PAC or the Board may establish such special committees as they shall

determine are necessary for the functioning of the CCWDC PAC. Each

such committee shall be given a specific charge and term. No special

committee shall have a term extending beyond one (1) year unless

reappointed. The members of special committees shall be named by the

President and approved by the Board. 

ARTICLE VII PRESIDENT’S EXECUTIVE POWERS URGENT MATTERS

1. In cases where urgent matters arise that require a decision within a

timeframe of less than 24 hours and it is not practical to gather a quorum,

the President of the Club shall have the authority to make a decision.

2. The President shall exercise this power only after making a reasonable effort

to obtain a quorum and seeking input from other executive board members,

if feasible.

3. Reasonable effort includes sending emails, texts, and phone calls to all

board members. The President will wait at least two hours before deciding.

4. The decision made by the President in such urgent matters shall be

temporary and subject to review and ratification by the executive board at

the next regularly scheduled meeting. 

(updated on Monday, July 13, 2023)