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SAN DIEGO WORKING FAMILIES COUNCIL

BYLAWS

Adopted June 27, 2017

ARTICLE I – NAME AND PURPOSE

Section 1 – Name: The name of the organization shall be the San Diego Working Families Council.  It shall be a nonprofit organization established under Section 501(c)(5) of the Internal Revenue Code.

Section 2 – Purpose: San Diego Working Families Council is an association of affiliated organizations that is organized for the purpose of advancing the well-being of working families in the San Diego and Imperial Counties region by advocating for worker-friendly public policy, promoting unity and collaboration between unions and community-based organizations, and electing worker-friendly candidates to office.

ARTICLE II – AFFILIATION AND MEMBERSHIP

Section 1 – Eligibility for affiliation: Any labor organization which ascribes to the purpose of this Council and which agrees to provide financial support, as defined in Article III, below, may be invited to submit an application for affiliation. Affiliate status is granted upon a two-thirds vote of the Board of Directors.

Section 2 – Eligibility for membership: An individual member in good standing of an affiliate in good standing is automatically considered a member of this organization.

Section 3 – Resignation and termination: Any affiliate may resign by filing a written resignation with the Secretary-Treasurer.  Resignation shall not relieve an affiliate of unpaid financial commitments.  An affiliate can have their affiliation terminated by a two-thirds vote of the Board of Directors.

Section 4 – Associate Affiliate Status: The Board of Directors has the authority to establish and grant affiliate status to any organization by a two-thirds vote.  Associate Affiliate status may vary in terms of responsibilities and authority from Affiliate status, as determined by the Board of Directors. The Board of Directors may, upon a two-thirds vote, designate one or more seats on the Board of Directors for Associate Affiliates.

ARTICLE III – FINANCIAL AND OTHER COMMITMENTS OF AFFILIATES

Each affiliate shall pay to the Council dues of $.70 per month for each member of its own organization, payable on a monthly basis. Alternative dues payments or contribution structures for Associate Affiliates may be approved by the Board of Directors on a case-by-case basis.  The Board of Directors shall at least annually review and adjust the financial requirements for affiliates and associate affiliates.  Affiliates and Associate Affiliates also commit to providing the participation of their members in Council activities and campaigns and to financially support Council fundraising events to the best of their ability.

ARTICLE IV – BOARD OF DIRECTORS

Section 1 – Board role and size: The board of directors is responsible for overall policy and direction of the organization and delegates responsibility for day-to-day operations to the Secretary-Treasurer. The Board shall have no fewer than 6 members and no more than 20 members.

Section 2 – Founding Board of Directors: The founding Board of Directors shall consist of the following labor organizations and their respective Chief Executive Officers (or their designees): UFCW Local 135, SEIU Local 221, ATU Local 1309, Teamsters Local 542, Laborers Local 89, OPEIU Local 30.

Section 3 – Terms: Board members are elected to three-year terms which shall expire at the end of the month following the final delegates meeting of the calendar year. Each affiliated organization shall nominate one of its members as a candidate for the Board of Directors. That candidate will be confirmed by majority vote of those delegates present and voting at the final quarterly delegates meeting of the calendar year. In the event a candidate is not confirmed or in the case of a vacancy on the Board of Directors, the affected affiliate will nominate another candidate whose confirmation will be voted upon at the next regular quarterly delegates meeting.

A Board member may be removed from the Board of Directors by a two-thirds vote of Board members present and voting after proper notice has been provided.  The decision of the Board of Directors may be appealed to a special meeting of the membership, which can ratify or overturn the action by a simple majority.

Board members have a fiduciary responsibility to the Council and shall recuse themselves from voting on matters in which the Board member or his/her organization has a direct financial interest.

Section 4 – Alternates: Each member of the Board of Directors may designate a member of their local union to serve as alternate who will have all of the authority of the primary board member in the absence of the primary board member. Designation of alternates shall be done in writing, signed by the primary board member, to the Secretary-Treasurer. Alternates shall not be changed more than once in any twelve month period unless this provision is waived by a majority vote of the Board of Directors.

Section 5 – Notice and Quorum: At the initial Board of Directors meeting, the officers of the Council shall be elected. Following the initial Board of Directors meeting, the Board of Directors shall meet monthly on the third Wednesday of each month at a time and place designated by the Secretary-Treasurer. Special meetings of the Board of Directors may be called upon two business days (48 hours) notice to all members via in-person, written, or electronic means.

A quorum of the Board of Directors shall consist of at least 40% of Board Members in good standing. Voting via email shall only be permissible for time-sensitive matters and are subject to the same quorum requirements as in-person meetings.

A quorum of delegates shall consist of those attending a duly noticed delegates meeting. No binding business may be conducted by either the Board of Directors or at the quarterly delegates’ meetings unless a quorum is established.

ARTICLE V – DELEGATES

Section 1 – Representation: The number of members of an affiliate residing and or working in San Diego or Imperial Counties shall determine that affiliate’s representation as follows:

50 members or less – 3 delegates

51 to 100 members – 4 delegates

101 to 250 members – 5 delegates

251 to 500 members – 6 delegates

And one additional delegate for each additional 500 members or majority fraction thereof.

Section 2 – Meetings: Delegates shall meet quarterly at a time and place established by the Secretary-Treasurer or by a majority vote of the Board of Directors. The CEO of every affiliated organization shall be notified of a delegates meeting at least five (5) working days in advance of the meeting via in-person, written, or electronic communication.

ARTICLE VI – OFFICERS AND DUTIES

The principal officers of the Council shall be President, First Vice-President and Secretary-Treasurer. The President and First Vice-President shall be elected by a majority of the delegates at the last quarterly delegates meeting of the calendar year. In the case of a vacancy in the position of a principal officer, the Board of Directors shall, by majority vote, select a replacement from the Board of Directors to serve the remainder of the term in office.

The principal officers of the Council shall be bonded.

All other members of the Board of Directors shall hold the title of Vice-President. Duties and authority of the principal officers are as follows:

Section 1 – Secretary-Treasurer:

The Secretary-Treasurer shall be appointed by a majority vote of the Board of Directors and serve at the pleasure of the Board for a term of two years, which shall be memorialized in a written employment agreement. The Secretary-Treasurer is the CEO of the Council and is responsible for its day-to-day management. The Secretary-Treasurer is a member of the Board of Directors whose attendance shall be counted toward a quorum. The Secretary-Treasurer shall only vote in the case of a tie between the other members of the Board who are present and voting. Compensation for the Secretary-Treasurer shall be determined by the Board of Directors and memorialized in an employment contract. The Secretary-Treasurer shall only vote in the case of a tie between the other members of the Board who are present and voting. Compensation for the Secretary-Treasurer shall be determined by the Board of Directors and memorialized in an employment contract. The Secretary-Treasurer may not vote on any matter pertaining to their employment or compensation, such as salary or employment agreement.

The duties and authority of the Secretary-Treasurer are as follows:

  • Keep a record of the proceedings of the Board of Directors;
  • Carry on all correspondence and present all communications received since the preceding Board of Directors meeting;
  • Receive all money paid to the organization and deposit the same in a bank designated by the Board of Directors;
  • Sign checks, contracts, and other legal documents on behalf of the organization;
  • Maintain an account of all money received and expended, provide monthly financial reports, and produce the books for inspection whenever called upon by the Board of Directors;
  • Hire and manage all Council staff;
  • Propose an annual budget for adoption by the Board of Directors and make expenditures consistent with that adopted budget. Any large or unusual expenditures shall be reported to the Board of Directors;
  • Represent the organization and serve as its public spokesperson; and
  • Perform such other duties as are consistent with the role of CEO or are directed by the Board of Directors.

Section 2 – President: The duties and authority of the President are as follows:

  • Preside over delegates meetings and over meetings of the Board of Directors;
  • Appoint such committees as are necessary for the conduct of the organization’s business;
  • Represent the organization and serve as its public spokesperson; and
  • Serve as a signer of checks, contracts and other legal documents on behalf of the organization.

The President shall receive a monthly stipend in compensation for time spent on Council business. The amount of the stipend shall be recommended by the Secretary-Treasurer and approved by a majority vote of the Board of Directors.

Section 3 – First Vice-President: The First Vice President shall perform all of the duties of the President in his or her absence and shall serve as a check-signer.

ARTICLE VI – COMPENSATION, EXPENSE AND APPROPRIATION

Section 1. The compensation of any officers of this Council shall be established by the Executive Board, subject to the approval of a majority of the delegates present and voting at the next regular meeting. Compensation for the Secretary-Treasurer shall be established by a majority vote of the Executive Board.

Section 2. All expenses in connection with the duties of any officer or employee shall be paid upon the approval of the Executive Board.

Section 3. All mileage allowance for automobile upkeep and expense shall be computed at a rate set by the IRS.

Section 4. The Secretary-Treasurer shall be allowed to expend up to $1500 for emergency purposes and shall report such expenditures to the Executive Board.

Section 5. No moneys shall be paid out except upon the proper presentation of bills; such bills to be presented to the Council, approved by the Executive Board and passed upon by the Council at a regular meeting. This section does not apply to the usual current bills which shall be paid by the Secretary-Treasurer when due. Disbursements shall be in a accord with the budget as adopted and amended by the Council.

Section 6. No donation shall be made for any sum of money to any person, cause, organization except after investigation and recommendation by the Executive Board and approval by this Council.

Section 7. All checks issued on behalf of the SDWFC shall contain two original signatures of officers authorized to sign checks.

ARTICLE VII – COMMITTEES

The President shall appoint a Finance Committee which shall meet on a regular basis to review and make recommendations to the Board of Directors regarding the financial practices of the Council. The President shall appoint such other committees as s/he deems necessary for the conduct of the Council’s business.

ARTICLE VIII – AMENDMENTS

These bylaws may be amended by a two-thirds vote of members of the Board of Directors present and voting.  A proposed amendment to these bylaws must be submitted to the Secretary

-Treasurer, who will present it for a vote at the next Board of Directors meeting, providing Board members receive at least two business days’ notice in person, writing, or electronically of the content of the proposed amendment.

ARTICLE IX – ROBERTS RULES

Except where otherwise provided in these bylaws, meetings shall be conducted in accordance with the most recent edition of Roberts Rules of Order.