YOUNG DEMOCRATS OF RICHMOND COUNTY

S TATEN ISLAND , NEW Y ORK

By-Laws
As Adopted on the 5th day of September, 2002
As Amended November 21, 2002
As Amended June 22, 2006
As Amended May 25, 2007

TABLE OF CONTENTS

Article I - Mission Statement ...................................................... 2

Article II - By-Laws...................................................................... 2

Article III - Membership .............................................................. 3

Article IV - Governance ............................................................... 6

Article V - Committees ................................................................ 10

Article VI - Elections ................................................................... 13

Article VII - Due Process ............................................................. 15

Article VIII - Certification ........................................................... 18

APPENDIX

Organizational Chart

Amendments – November 21, 2002

Amendments – June 22, 2006

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 YOUNG DEMOCRATS OF RICHMOND COUNTY
S TATEN ISLAND , NEW Y ORK

By-Laws
As Adopted on the 5th day of September, 2002
As Amended November 21, 2002
As Amended June 22, 2006
As Amended May 25, 2007

ARTICLE I
MISSION STATEMENT

The Young Democrats of Richmond County=s objective is to protect and ensure the political,
professional, educational, social and economic interests of young people. Our duty as an
organization is to instill in our members the notion that young people have both the ability and the
duty to make a positive and dynamic impact on our government and the electoral process.

Our mission, as Young Democrats, is to inform and educate Staten Island youth on local, state and
national issues of importance. Young Democrats of Richmond County work successfully with
people of all races, genders, disabilities and religions, playing a significant role in establishing
government that improves the quality of life for all Staten Islanders. Through political, leadership
and charitable events, the Young Democrats of Richmond County provide various opportunities for
its members to improve their political, social and professional skills. We are truly Tomorrow’s
Leaders Today!

ARTICLE II
BY-LAWS

A. Charter

The Young Democrats of Richmond County exist as a charter organization under the New York State
Young Democrats, which is a chartered state of the Young Democrats of America. The Young
Democrats of Richmond County operate under the general guidelines of the state and national clubs
within the allowable freedoms. The Young Democrats of Richmond County adhere to the strict
guideline of neither endorsing nor providing funds for any political candidates engaged in a primary
election.

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These club By-Laws are adopted under the authority of and are subject to the rules and procedures
of the New York State Young Democrats and the Young Democrats of America. These By-Laws
supercede any conflicts with New York State Young Democrats and the Young Democrats of
America rules and procedures. Further, legislative guidance not prescribed by these By-Laws shall
not be discharged by the charter of the New York State Young Democrats, and shall be decided on
an ad-hoc basis, in writing, by the Rules Counsel. Any ad-hoc rules promulgated by the Rules
Counsel are merely temporary until the appropriate amendment and/or new article is adopted by the
membership as defined in this Article.

B. Amendments

Proposed amendments and/or new Articles are to be presented the Rules Counsel, in writing. In
order for proposed amendments and/or new Articles to be considered for adoption by the Judicial
Committee, a majority vote (50% + 1) of this committee must approve the proposal for discussion
and distribution. Notice of the proposed amendments and/or new Articles to these By-Laws shall
be given to all club members, in writing and/or email, at least seven (7) days prior to the next general
membership meeting. Proxy votes are to be mailed to the Rules Counsel or members of the
Leadership Committee one (1) day prior to the vote in writing with a valid signature. Amendments
and/or new Articles shall be effective immediately after three-fourths (3/4ths) vote of the
membership with quorum defined as five (5) members of the Leadership Committee or one-third
(1/3) of the members in good standing, as determined by the Secretary under the definition of member
in good standing in Article III Section B, in attendance at the time of the vote (Amended November
21, 2002). Upon adoption, a copy of these By-Laws shall be maintained by the Secretary of the
club.

ARTICLE III
MEMBERSHIP

A. Eligibility

Membership in the Young Democrats of Richmond County is open to the following persons:

1. Anyone who is under the age of 36;

2. Members should be registered to vote upon reaching the age of 18.

B. Member in Good Standing

All members must pay annual dues. Members must be paid in full by the time they attend their 3rd
meeting of the fiscal year starting January 1 and ending December 31 of the same year. Member in

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good standing status is immediate upon the payment of dues, and the status may be removed upon
non-fulfillment of the requirements of this section, by the Secretary in compliance with Article VII
Section B. Should a member encounter financial hardship or extenuating circumstances, that member
may discuss with the Treasurer payment options designed to accommodate the needs of the member
(Amended November 21, 2002). Should a member encounter financial hardship or extenuating
circumstances, that member may discuss with the Treasurer payment options designed to
accommodate the needs of the member. All agreements shall be in writing signed by both the member
and the Treasurer. Any discussion regarding a member’s financial situation are confidential and
privileged, unless required for any grievance procedure as defined in Article VII.

To be a member in good standing, the member must provide all relevant information requested on the
membership application and members must attend at least three (3) club qualifying events (not
counting the annual General Election meeting) per fiscal year. A club-qualifying event is defined as
a Young Democrats of Richmond County monthly meeting, fundraiser, philanthropy event, or events
coordinated by any standing committee. The Rules Counsel and/or Judicial Committee has final
determination on issues pertaining to club qualifying events.

Attendance shall be taken at all club qualifying events by a member of the club and reported to the
Secretary for recording. Only members in good standing are eligible to vote in club elections.
Members in good standing may receive discounted rates to club events when applicable.

C. Membership Dues

The Leadership Committee may propose changing the amount of membership dues. Any change
must not be retroactive or change dues for a current fiscal year. The general membership shall receive
a written statement describing the justificationfor the adjustment of dues, and notice of the proposed
dues amount shall be given to all club members, in writing and/or email, at least seven (7) days prior
to the next general membership meeting. Proxy votes are to be mailed to the Rules Counsel one (1)
day prior to the vote in writing with a valid signature. Membership dues may only be increased with
a three-fourths (3/4ths) vote of the general membership in good standing, with quorum defined as five
(5) members of the Leadership Committee or one-third (1/3) of the members in good standing, as
determined by the Secretary under the definition of member in good standing in Article III Section
B, in attendance at the time of the vote (Amended November 21, 2002). The revised dues amount
shall be for the next fiscal year after a vote of the membership.

D. General Membership and Special Membership meetings

Meetings dates, times and locations are to be selected by the President and Vice President with the
advice and consent of the Leadership Committee. An advanced calendar detailing general
membership meetings three (3) months in advance shall be coordinated by the Vice President, and
provided to all members by the Communications Chair through publication and/or dissemination in

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various media. Special meetings of the membership shall be called upon the request of any member
of the Leadership Committee with a majority quorum defined as five (5) members of the Leadership
Committee or one-third (1/3) of the members in good standing, as determined by the Secretary under
the definition of member in good standing in Article III Section B, in attendance at the time of the
vote (Amended November 21, 2002), and a majority vote of the committee. Notice of such a special
meeting shall be given seven (7) days in advance to all members in good standing.

1. Membership Meeting procedure

All membership meetings are to be run according to the distributed agenda as required of the
Secretary under Article IV, Section D, Subsection 1c. Robert=s Rules of Order will not be
used or acknowledged. The Rules Counsel shall serve as Sergeant-at-Arms and shall keep a
list of members who wish to speak at all times. The agenda shall include all New Business,
Old Business, Committee Reports, and reports by all Officers and one member of the Board
of Director as representative of the whole Board. Guest speaks may be allowed to speak
at any time during the meeting at the discretion of the President, and any elections to be held
shall be held at the time and discretion of the Rules Counsel. Any other procedural decisions
shall be decided by the President and the Rules Counsel as necessitated by the circumstances.

E. Honorary Membership

Honorary memberships may be granted to anyone over the age of thirty six (36). This honor is given
by the President, with the advice and consent of the Leadership Committee, when a proposed
honoree has performed worthy service to the club (Amended June 22, 2006).

F. Other Provisions

1. Political Party Registration

All new and existing members are entitled to receive a copy of this club=s By-Laws from the
Secretary. It is preferred, but not required, that a member of this club be a registered
Democrat in Richmond County. Membership in this club does not include or provide
membership in any other group within the Democratic Party. Yet, members are encouraged
to join any other political organization. On occasion, the club may give its membership list
to various entities. The club does not share the mailing list of active and non-active members.
Members have the right to request (opt-out), in writing submitted to the Secretary, that
their information be held in confidence.

2. Handicap/Disability Accessibility

Where possible, all Young Democrat of Richmond County events shall take place in a

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 location that is handicap/disability accessible (Amended June 22, 2006).

3. Chairman John W. Lavelle Honorary Young Democrat Membership

Honorary Membership shall be awarded in rare instances to any individual, regardless of age,
who shows exemplary service and consideration to young people and who displays ongoing
and dedicated attention to the young individuals in our party and in the Staten Island
community. The nominee for the award should be presented to or by the President for
consideration and then brought to the leadership committee for advice and consent. (Amended
May 25, 2007)

ARTICLE IV
GOVERNANCE

A. Elected officers, Terms of Office & Leadership Committee

This club shall annually elect four (4) Officers, five (5) Board of Directors members and one (1)
Rules Counsel. These elected officers, with the exception of the Rules Counsel, shall be elected each
September from among the members in good standing of this club. To be eligible to hold any Office
(President, Vice-President, Treasurer, Secretary) or Rules Counsel position, that individual must be
a registered Democrat (Amended June 22, 2006). Members are permitted to serve a maximum of two
(2) years total in each position as an Officer, and an unlimited term as a Board of Director member.
A full term of office will be defined as having served six months plus one day.

To be eligible to run of elected office, a member in good standing must attend at least eight (8) Young
Democrat of Richmond County qualifying events, as defined in Article III, Section B, prior to the
election meeting.

B. Leadership Committee meetings

Leadership Committee meeting procedures shall be promulgated by the Leadership Committee at the
first meeting after the General Election, and enforced by the President. The Leadership Committee
may invite chairs of the standing and ad-hoc committees to attend Leadership Committee meetings.

C. Transition of Leadership Committee members

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The transition of the outgoing Officers and Board of Directors to the incoming Officers and Board
of Directors shall take place immediately following the General Election. The newly elected Officers
and Board of Directors shall be given all of the records and items pertaining to that office, along with
a copy of this club’s By-Laws, either then or within twenty (20) days thereafter.

D. Descriptions & Duties

1. Officers

The Officers of this club shall have the following duties (and shall not be limited to
the following, and additional duties may be prescribed as necessary by the
Leadership Committee):

a. President - The President shall be the chief leadership and administrative

officer of the club. He/she shall insure that all other club officers perform the
duties of their respective offices and shall be responsible for the welfare and
dignity of the chapter during his/her term of office. As provided in Article
III, the President in conjunction with Vice President, shall set all general
membership meetings. The President shall conduct and preside over all
membership meetings, and shall serve at all times as the spokesperson of the
club with the media, public officials, and the citizenry, unless otherwise
decided and delegated by the President. The President shall work with the
Communications Chair on all media matters with the Communications Chair
as the contact for media. The President shall appoint all ad-hoc committees,
with the advice and consent of the Leadership Committee, necessary to carry
on the functions of the club. The President shall be required to make a State
of the Club speech at the general membership meeting in the January of the
new fiscal year. The President is entitled to allot discretionary fund in the
amount of fifty dollars ($50) or less as he/she sees fit, twice monthly. Any
amount in excess of fifty dollars ($50), or any allotment in excess of two
times per month, shall be at the advice and consent of the Leadership
Committee. The President shall not hold the chair of any standing or ad-hoc
committees.

b. Vice President - The Vice President shall assist the President in the
performance of such club duties as may be requested by the President. In the
event of the absence of the President, the Vice President shall assume the
duties of the President until the President returns to the role of President. In
the event of death, resignation, suspension or removal, where the Presidency
is vacated, the Vice President shall assumes the office of the President (see
Article IV, Section A regarding terms and limits). As provided in Article III,

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 the Vice President in conjunction with the President, shall set all general
membership meetings. He/She shall preside at meetings of the chapter in the
absence of the President. The Vice President shall perform such other duties
as may be designated from time to time by President or the Leadership
Committee. The Vice President shall not hold the chair of any standing or ad-
hoc committees.

c. Secretary - The Secretary shall be the chief recorder and correspondent of this
club. He/she shall keep a true and complete record of all matters pertaining
to this club and shall certify thereto when necessary. The Secretary shall be
the custodian of the minutes, attendance records, administrative records,
reports, judicial decisions and By-Laws of this club. He/she shall maintain
a record of all club members, together with their current address, phone
number, email address and birth date. The Secretary is responsible for
providing all new and existing members with a copy of this club=s By-Laws.
He/she shall be responsible for submitting the official reports required of the
club to the President of the New York State Young Democrats, and shall
furnish the Leadership Committee with such information as may be
requested. Further, the Secretary shall be responsible for oversight of all
letters and gifts to invitees, speakers and members. The Secretary shall be
responsible for developing a membership application given to all new,
prospective and renewed members, developing any forms he/she deems
relevant to the administration of the club, and developing and distributing the
agenda to the membership at each general membership meeting. The
Secretary shall not hold the chair of any standing or ad-hoc committees.
He/She shall preside at meetings of the chapter in the absence of the
President, Vice-President and Treasurer.

d. Treasurer - The Treasurer shall be the chief financial officer of this club.
He/she shall have charge of all club funds and of the collection and
disbursement thereof. He/she shall pay all charter fees and certify prior to
acceptance into membership that all financial obligations of new members
have been paid. The Treasurer shall prepare a written and itemized financial
report for presentation to the membership at each membership meeting, and
shall submit to the Secretary said report for inclusion into the minutes upon
adoption of the report by the membership. The Treasurer shall establish a
budget spending plan, with an amount of money allotted to each committee
for operating and other expenses. A report to the membership on the
financial status of the club for the past fiscal year will be made by the
Treasurer after the balance sheets and statements have been inspected by the
Leadership Committee. The Treasurer shall work in conjunction with the

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 Secretary to maintain an active and updated member in good standing list.
This list shall be provided for review by the membership upon request, and
shall be used in the Treasurer=s role of membership enforcement in the follow
up and communication with members who are delinquent in their performance
of any obligation or duty to the club, financial or otherwise. The Treasurer
shall dispense membership cards to those members in good standing. The
Treasurer, along with the President and one (1) Board of Director shall have
signatory powers over all financial instruments. The Treasurer shall not hold
the chair of any standing or ad-hoc committees. He/She shall preside at
meetings of the chapter in the absence of the President and Vice-President.

2. Board of Directors

The Board of Directors of this club shall be composed of five (5) duly elected club
members in good standing, along with the most recent past President within twenty-
four (24) months from the end of the previous term, as an ex-officio non-voting
member. Each Board of Directors member shall have the responsibility for the
proper, efficient, and effective operation of the club. The Board of Directors
members shall schedule, plan and implement programs, projects, functions and
meetings with the major objective of providing for the advancement of the club,
ensuring the continuity of the club, and oversee the overall operation of the club.
Specifically, each Director is required to coordinate or assist in one (1) event each
fiscal year to advance the ideals and goals of the club. Each Board of Director will
serve as a Vice-Chair on a standing or ad-hoc committee as selected by the President
(Amended June 22, 2006).

a. Proximity and active membership requirement for most recent past president

Both subsections must be fulfilled to determine the most recent past

president for Board of Director membership:

1. Should the most recent past president be outside a 100 mile radius of
Staten Island, and unable to attend Leadership Committee meetings on a
regular basis, the next most recent past president that fulfills said proximity
requirements would be an ex-officio member of the Board of Directors; and

2. Should the most recent past president be unable to fulfill the

requirements for member in good standing as established in Article III Section
B, then the next most recent past president that fulfills said membership
requirements shall hold the position (Amended November 21, 2002).

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 3. Rules Counsel

The Rules Counsel is a non-voting member of the Leadership Committee permitted

to serve a maximum of two (2) years total in the position. The Rules Counsel must
provide contact information allowing members and Leadership Committee members
the ability to request the advice, knowledge and decision-making authority of the
Rules Counsel twenty-four (24) hours a day. The Rules Counsel=s duties include
the role of enforcement of the By-Laws, acting as Sergeant-at-Arms to maintain order
and discipline at all general membership meetings, the administrator of all elections
held for the general membership, and oversight and final judicial decision-making
power over issues of a procedural or legislative nature as defined in Article VII,
Section A, subsection 2. The Rules Counsel is authorized to adopt rules or
procedures on an ad-hoc basis to implement and enforce the provisions of these By-
Laws. In the event that the Rules Counsel is absent from a general membership
meeting, a member of the Judicial Committee appointed Vice Chair by the Rules
Counsel will assume the role of Rules Counsel.

The Rules Counsel is the head of the Judicial Committee charged with the
adjudication of all complaints and requests for judicial interventions filed by members
as defined in Article VII, Section A, subsection 2.

The Rules Counsel shall be elected in a special election held in October following the
annual General Election as detailed in Article VI.

E. Leadership Committee Indemnity

The Young Democrats of Richmond County shall not indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such
an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit
or proceeding by reason of the fact that he/she is or was an Officer, Board Member, Leadership
Committee member, Chair, member or agent of the Young Democrats of Richmond County.

ARTICLE V
COMMITTEES

A. Standing Committees

The following standing committees and chairpersons thereof, with the exception of the Rules

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Counsel, shall be appointed by the President within 30 days of assuming office, with the advice and
consent of the entire Leadership Committee. When a vacancy of a committee chair exists, the
President shall choose a successor with the advice and consent of the entire Leadership Committee.

The Treasurer shall establish amounts of money allotted to each committee for operating and other
expenses, and each committee shall be required to file a report either via email or in writing to their
advising Officer on the first of each month regarding financial expenses, detailed plans and other
issues discussed in committee meetings.

These By-Laws, as adopted or in future amendments or Articles, shall not detail or prescribe specific
committee procedure, rules or guidelines. Any guideline, rule or procedure is at the discretion of the
Chair with the advice and consent of the committee.

1. Civic Action Committee - The Civic Action Chair shall head this committee with
oversight and advice by the Vice President. The Committee is composed of members
in good standing. This committee shall include coordinating membership
participation in philanthropic events throughout Staten Island, New York City and
New York State. This committee will serve to further the involvement of the Young
Democrats within the community, while at the same time providing community
service. This description shall not be definitive nor is intended to limit the scope and
goals of this committee.

2. Communications Committee - The Communications Chair shall head this committee

with oversight and advice by the Secretary. This committee shall develop methods
of publicizing the various activities of the club through the use of print, electronic and
other cost-effective media. The Chair of this committee should seek to obtain
publicity for the club activities to further establish the club=s identity within the
Staten Island, New York City and New York state communities. The
Communications Chair shall work with the President on all media matters with the
Communications Chair as the contact for media. The Communications Chair shall be
responsible for the consultation and design of all publications of the club, with input
and advice from members of the Leadership Committee and members of the club.
This definition shall not be definitive nor is intended to limit the scope and goals of
this committee.

3. Judicial Committee - The Rules Counsel shall head this committee. The Committee
is composed of four (4) members in good standing, plus the Rules Counsel. All five
(5) members have equal voting rights. The selection and appointment of members is
described in this Article. Members cannot be elected officers of the Leadership
Committee, and preferably not chairs of other standing or ad-hoc committees. The

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 four (4) members are appointed as follows: The President appoints two (2) members
and the Board of Directors appoints two (2) members. The selection of members is
to be made based on a discretionary interview process determined by the President
and the Board. Committee appointments are to be made one month after the Rules
Counsel is elected, for announcement to the general membership. In the event of
resignation or removal from the Rules Committee, a replacement appointment shall
be made within one months time from the date of notice by the appointing entity.

The Rules Counsel will convene the Committee when necessary, and at the request
of the President and/or the Board of Directors. The Committee is the final arbiter of
all disputes and decisions and are to be issued in writing within one month of a formal
hearing detailed in Article VII.

The Judicial Committee is charged with an annual review of this club=s By-Laws,
occurring each May with suggested revisions, recommended amendment and/or new
Articles, and a judicial review presented to the membership on the advice and consent
of the Leadership Committee. Member submitted amendments and/or new Article
procedure is detailed in Article II. All communications within the Judicial Committee
are to be deemed confidential and privileged and a derogation of such is grounds for
expulsion from the committee at the discretion of the Rules Counsel. This definition
shall not be definitive nor is intended to limit the scope and goals of this committee.

4. Membership & Alumni Committee - The Membership & Alumni Chair shall head
this committee with oversight and advice by the President. This committee shall be
responsible for recruiting new members, cultivating current members, and
coordinating outreach to alumni for financial and professional needs of the club
members. Membership outreach and member diversity are included under the
auspices of this committee. This committee, working with the Communications
Committee, shall design and annually update a promotional flyer detailing the goals,
activities and requirements of the club, for distribution to new and prospective
members. This definition shall not be definitive nor is intended to limit the scope and
goals of this committee.

5. Political Advancement Committee - The Political Advancement Chair shall head this
committee with oversight and advice by the Vice President. Political involvement and
political education falls under the auspices of this committee. The responsibilities of
the Political Advancement committee shall be to provide information about upcoming
campaigns, information to club members who want to become involved in campaigns
on the local, state and national level, suggesting speakers or conducting events that
will provide the membership with greater insight into the workings of our political

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 system, and offer club members educational enrichment to encourage their ambitions
to run for political office. In addition to educational enrichment, the Political
Advancement Chair will coordinate the club's petitioning effort of each year for any
democratic candidate(s) This definition shall not be definitive nor is intended to limit
the scope and goals of this committee. (Amended May 25, 2007)

6. Social and Fundraising Committee - The Social and Fundraising Chair shall head this
committee with oversight and advice from the Treasurer. The responsibilities of this
committee include planning and conducting social events for the general membership,
that will be sources of revenue for the club. It is for the general membership and can
be for a political or non-political nature. It shall review and analyze the financial
conditions of the club on a continuing basis and make recommendations for past,
current, and new activities designed to raise revenue for the club. This definition shall
not be definite nor is intended to limit the scope and goals of this committee
(Amended June 22, 2006).

7. Women’s Committee - The Women's Committee Chair shall head this committee with
oversight and advice by the highest ranking elected female member of the club. This
committee shall include coordinating an annual women's history month event, and
serve as representatives and members to the New York State Young Democrats
Women's Caucus. This committee will serve to further the involvement of women
in the community, state, and club. This committee shall serve as, but is not limited
to, a welcoming committee for new female members, networking through an online
network (listserv), and scheduling regular social events and meetings. This definition
shall not be definite nor is intended to limit the scope and goals of this committee
(Amended June 22, 2006).

8. Minority Advancement Committee – The Minority Advancement Chair shall head

this committee with oversight and advice by the highest-ranking elected member of
minority decent in the club. This committee shall include coordinating functions to
further minority engagement on Staten Island. This committee will serve to further
the involvement of all minority individuals in the community, state, and club. This
committee shall serve as, but is not limited to, networking through an online network
(listserv), and scheduling regular social events and meetings. This definition shall not
be definite nor is intended to limit the scope and goals of this committee. (Amended
May 25, 2007)

B. Ad-hoc Committees

The President shall establish ad-hoc committees for special purposes necessary to carry on the

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functions of club, on the advice and consent of the Leadership Committee. Membership on said
committees shall be appointed by the Chair on the advice and consent of the Leadership Committee.
The President shall have oversight over any ad-hoc committee. All ad-hoc committees must have
a sunset provision with a date-certain end to the committee=s work, with unlimited renewals where
necessary. Ad-hoc committees may become standing committees should as per the amendment
procedure detailed in Article II, Section B.

ARTICLE VI
ELECTIONS

A. Elections in General

Elections in general are declared by the Rules Counsel in accordance with these By-Laws, or by
request of the Leadership Committee to the Rules Counsel. The Rules Counsel, in conjunction with
the Communications Chair, shall provide at least twenty (20) days notice of any upcoming
election(s). Along with notice of the time, date and location of said election, the Rules Counsel is
required to provide to the membership a description of each vacant elected position as detailed in
these By-Laws. Only members in good standing are eligible to vote in club elections, as certified by
the Treasurer. It is the Rules Counsel=s discretion whether he/she shall vote during the
administration of an election.

B. Annual General Election

The annual General Election for all Officers and Board of Directors shall occur each September, with
the exception of the election of the Rules Counsel. The election of the Rules Counsel shall occur in
October. The Rules Counsel, in conjunction with the Communications Chair, shall provide at least
twenty (20) days notice of the upcoming General Election. Along with notice of the time, date and
location of said election, the Rules Counsel is required to provide to the membership a description
of each elected position as detailed in these By-Laws. The Rules Counsel will hold elections for the
vacant positions in the following order: President, Vice President, Secretary, Treasurer, Board of
Directors.

C. Special Elections in the event of elected office vacancy

In the event of the absence, death, resignation, suspension or removal from any elected office the
Rules Counsel will declare a Special Election. The Rules Counsel, in conjunction with the
Communications Chair, shall provide at least twenty (20) days notice of the upcoming Special
Election. Along with notice of the time, date and location of said election, the Rules Counsel is
required to provide to the membership a description of each vacant elected position as detailed in
these By-Laws. The Rules Counsel will hold elections for the vacant position, at the next general

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membership meeting. In the situation where a special election is held where members in good
standing have not been determined due to time constraints, any member with good standing status
within the previous six (6) months of the special election shall be eligible to vote as certified by the
Treasurer.

D. Election Procedure, Ballots & Proxy Ballots

At all elections, quorum shall be defined as five (5) members of the Leadership Committee or one-
third (1/3) of the members in good standing, as determined by the Secretary under the definition of
member in good standing in Article III Section B, in attendance at the time of the vote (Amended
November 21, 2002), and shall exist in order to conduct an election. Upon the declaration of the
opening of the election, the Rules Counsel shall set the guidelines as detailed in these By-Laws.

Voting by proxy shall be allowed in elections where notice of a substantive issue have been provided.
Proxy voting is not valid in elections for any position vacant on the Leadership Committee. Proxy
votes are to be mailed to the Rules Counsel one (1) day prior to the vote, in writing with a valid
signature. The Rules Counsel is authorized to adopt rules or procedures on an ad-hoc basis to
implement and enforce the provisions of these By-Laws. Any ad-hoc rules promulgated by the
Rules Counsel are merely temporary until the appropriate amendment and/or new article is adopted
by the membership as defined in Article II.

1. Candidate vacancy and Special candidate vacancy elections:

Nominations for candidates for vacant positions may be made from the floor with the
consent of the nominee. In the case of an uncontested candidacy, the nominee has the option
to address the membership. In the case of a contested candidacy, the Rules Counsel will
designate the order in which the candidates will speak. All candidates waiting to speak or
having already spoken must be isolated from the membership meeting. Once each candidate
has spoken, the Rules Counsel shall declare the nomination period closed and distribute
ballots to the members in good standing. All votes shall be cast in secret using the ballot as
provided by the Rules Counsel. Candidates with the largest number of votes wins. All ties
are resolved with a run-off election. Votes shall be counted and certified by the Rules
Counsel.

2. Substantive and Other elections:

Except where otherwise defined in these By-Laws, the following guidelines shall be
administered by the Rules Counsel in all substantive and other elections. Notice of the
proposed election shall be given to all club members, in writing and/or email, at least seven
(7) days prior to the next general membership meeting. Proxy votes are to be mailed to the
Rules Counsel one (1) day prior to the vote in writing with a valid signature. All substantive

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 issues voted upon shall be effective immediately after a vote of the membership with quorum
defined as five (5) members of the Leadership Committee or one-third (1/3) of the members
in good standing, as determined by the Secretary under the definition of member in good
standing in Article III Section B, in attendance at the time of the vote (Amended November
21, 2002). All votes shall be cast in secret using the ballot as provided by the Rules Counsel
and a simple majority (50% +1) vote shall be counted and certified by the Rules Counsel.

ARTICLE VII
DUE PROCESS

A. Grievances Procedure in General

All grievances by members in good standing shall be under the jurisdiction of the Rules Counsel and
Judicial Committee. All grievances shall be directed to the Rules Counsel who shall then act
promptly and within due course. All grievances will be kept confidential and privileged.

1. Grievance Requirements:

All grievances are to be made in written form, signed, alleging the commission or omission of
acts in violation of the By-Laws. All complaints shall include the date, name of complainant,
home and work contact information, and any other relevant contact information. All
complaints shall be based on any duty or guideline established in these By-Laws. All
complaints or requests for judicial interventions shall be based on personal knowledge or
information and belief, specifying times, places, and names of any witnesses to the acts
charged as violations, including copies of all documentary evidence available to the
complainant.

Complaints by the Leadership Committee shall also consist of a letter signed and dated by
at least a majority of the members of the committee stating the alleged violation or violations
that the committee believes occurred and the basis underlying the committee=s belief with
precise reference to any document, event or any other information that is relevant.

2. Grievance Decision Procedure

Upon receipt of a grievance, it is at the discretion of the Rules Counsel to either make a
determination within fifteen (15) days of receipt, or present the grievance to the Judicial
Committee for adjudication. The Rules Counsel is required to notify the individual(s) of
whom the complaint is based, and request a written reply. A reply must be delivered to the
Rules Counsel within fifteen (15) days of notice either sent by mail, email or personally
delivered to the Rules Counsel.

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 Should the Rules Counsel decide to issue a decision without the Judicial Committee, within
fifteen (15) days of receipt of the reply, the Rules Counsel will publish a decision, notify the
complainant and accused of the decision, and present said decision to the Leadership
Committee.

Should the Rules Counsel present the grievance to the Judicial Committee, the Judicial
Committee shall hold a meeting within thirty (30) days of receipt of a written reply from the
accused. The Rules Counsel and the Judicial Committee may hold a hearing, may request
testimony or request further evidence from the complainant or accused. The Judicial
Committee must publish a written decision within twenty (20) days of the convened
meeting, notify the complainant and accused of the decision, and present their decision to the
Leadership Committee.

Expedited decisions will be rendered by the Rules Counsel where issues of timeliness or
mootness prevail. All decisions issued are final determinations with no appeal. Decisions
shall include, where applicable, an explanation of how each finding was substantiated by a
preponderance of the evidence, and will also be made available for inspection to the general
membership upon request. The Rules Counsel and Secretary will maintain all decisions. No
decision issued by the Rules Counsel or Judicial Committee has precedential power over any
future decision.

B. Removal of elected officers, appointed officers, or members

Elected officers may be removed for misfeasance, malfeasance, or nonfeasance, behavior not in
accordance with acceptable social norms, or other good cause in accordance with these By-Laws.
A member may be removed from a committee or chair position for misfeasance, malfeasance, or
nonfeasance, or other good cause in accordance with these By-Laws. All removals have a maximum
term of one (1) year.

C. Suspension of elected officers, appointed officers, or members

Elected officers may be suspended for misfeasance, malfeasance, or nonfeasance, behavior not in
accordance with acceptable social norms, or other good cause in accordance with these By-Laws.
The suspension of an elected officer must be less than the balance of the time that the office holder
has left to serve. A member may be suspended from a committee or chair position for misfeasance,
malfeasance, or nonfeasance, behavior not in accordance with acceptable social norms, or other good
cause in accordance with these By-Laws.

If a member is suspended, he/she cannot exercise any of the powers or privileges of membership or
elected or appointed office during the time in which he/she is suspended.

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The Rules Counsel will provide a remedy for reinstatement for a suspended officer, appointed
officer, or member with each judicial determination. No remedy for suspension issued by the Rules
Counsel or Judicial Committee has precedential power over any future remedy for suspension.

D. Resignation of elected officers or appointed officers

Resignation from an elected or appointed office must be in a signed writing and received by the
President and Rules Counsel.

(CONTINUED)

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 ARTICLE VIII
CERTIFICATION

A. We hereby certify the approval by and adoption of these By-Laws by two-thirds

(2/3rds) of the members present on the 5th day of September, 2002.

By-Laws Committee

Michael P. Schnall, Chair Nick Popolo

Tara Martin Meg Ventrudo

B. All amendments were passed by unanimous vote on November 21, 2002.

C. We hereby certify the amendment of these By-Laws by three-fourths (3/4ths) of the

members present on the 22nd day of June, 2006.

By-Laws Committee

Aaron Ceder, Chair Fatma Kokon

Philip Maravolo Keith Parascandola Julienne Verdi

D. We hereby certify the amendment of these By-Laws by three-fourths (3/4ths) of the

members present on the 25th day of May, 2006.

By-Laws Committee

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Thomas Payero, Chair Jason Asher Christine Lagana

Philip Maravolo Carlos Payero

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