TDCCA CONSTITUTION & BYLAWS

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Revised August 21, 1993 | September 22, 2001 | January 7, 2012 | March 6, 2021 | May 20, 2023

Table of Contents

ARTICLE I NAME

ARTICLE II POWERS AND RESPONSIBILITIES

ARTICLE III PURPOSE

ARTICLE IV MEMBERSHIP

ARTICLE V MEETINGS

ARTICLE VI MANNER OF CONDUCTING BUSINESS

ARTICLE VII EXECUTIVE COMMITTEE

ARTICLE VIII EXECUTIVE COMMITTEE MEMBERSHIPARTICLE IX OFFICERS

ARTICLE X DUTIES OF OFFICERS

ARTICLE XI FORMATION OF CONGRESSIONAL DISTRICT ORGANIZATION

ARTICLE XII RESIGNATION AND REMOVAL OF TDCCA EXECUTIVE COMMITTEE MEMBERS

ARTICLE XIII QUORUM

ARTICLE XIV PROXIES

ARTICLE XV CODE OF CONDUCT

ARTICLE XVI COMMITTEES

ARTICLE XVII RESOLUTIONS

ARTICLE XVIII PARLIAMENTARY PROCEDURES

ARTICLE XIX AMENDMENTS

TENNESSEE DEMOCRATIC COUNTY CHAIRS ASSOCIATION IN ASSOCIATION WITH THE TENNESSEE DEMOCRATIC PARTY CONSTITUTION and BYLAWS

ARTICLE I NAME

Section 1. The name of this association shall be the Tennessee Democratic County Chairs Association, hereinafter referred to as “TDCCA.”

ARTICLE II POWERS AND RESPONSIBILITIES

Section 1. Governance: The governance and direction of the affairs of the TDCCA shall be vested in the membership. The Executive committee shall be the highest authority to conduct the business of the TDCCA between its meetings. These decisions are subject to review by the TDCCA membership.

Section 2. TDCCA Responsibilities: The TDCCA shall have the following responsibilities:

A. Planning and conducting all TDCCA meetings and conventions.

B. Keeping and maintaining records of all TDCCA meetings and business.

C. Providing a framework for the Democratic County Chairs of the State of Tennessee to communicate, share ideas and best practices, and to facilitate coordination and communication between county party organizations and the Tennessee Democratic Party.

D. Promoting and supporting the ideals and principles of the Democratic Party, assisting in the election of Democratic nominees, and the expansion of county parties.

ARTICLE III PURPOSE

Section 1. Develop county party leadership in every part of the state

Section 2. Help our county parties to engage and energize their communities with powerful TDCCA new technologies, effective websites, social media, and organizing tools.

Section 3. Train volunteers to work together to mobilize voters and Get Out the Vote for TDCCA Democrats.

Section 4. Help recruit and elect Democrats with a focus on local representation - and with a perspective that looks beyond the next election cycle.

Section 5. The purpose and the bylaws of this association shall not supersede the purpose and bylaws of the Tennessee Democratic Party.

ARTICLE IV MEMBERSHIP

Section 1. The certified county chair in each of the 95 counties in the State of Tennessee shall be a member of the TDCCA. Each member shall be entitled to one (1) vote.

Section 2. The certified county vice chair in each of the 95 counties in the State of Tennessee shall be a non- voting, ex-officio member of the TDCCA. Each member shall participate in all discussions and meetings. If a county has more than one (1) vice chair then the county chair will decide which vice chair is a member of TDCCA.

Section 3. Any past county chair may be a non-voting, ex-officio member of the TDCCA and may participate in all discussions and meetings.

Section 4. In order to fund the TDCCA’s activities, contribution levels will be recommended annually by the TDCCA executive committee. The membership must approve this recommendation at the first meeting of the year. This contribution is to be payable between April 1 and November 1.

ARTICLE V MEETINGS

Section 1. Regular meetings of the TDCCA shall be held at the call of the Chair, but not less than semi-annually.

A. The Chair shall be required to call a meeting when requested in writing, by facsimile, or by electronic mail by 25% of the TDCCA membership.

B. Written notice of all meetings shall be sent to all members at least fourteen (14) days in advance of such meetings, stating time, place and business to be transacted. The requirement of written notice of any meeting of the committee is fulfilled by postal mail delivery or by electronic mail. Postal mail delivery of notices of meetings shall only be required when a member of the Committee notifies the chair of that preference. Virtual meetings are also permitted.

C. Meetings may be scheduled in conjunction with meetings of the Tennessee Democratic Party. They shall not, however, be called just to have a pro-forma meeting if other factors (TNDP meetings) so constrain time available for the TDCCA meeting that meaningful business cannot be conducted.

Section 2. The responsibility of the Executive Committee members is to take an active role in the growth and outreach strategies aimed at aiding in the activities of the County Parties.

A. In order to be an effective and productive Executive Committee, attendance at all meetings is expected. Irregular attendance will subject members to forfeiture of their position, as outlined in the TDCCA Bylaws.

B. Executive Committee members are expected to notify the Chair or the Secretary when they are not able to attend a meeting and to provide a reason for their absence.

C. An Executive Committee member who fails to attend four (4) consecutive meetings of the Executive Committee, without an excuse satisfactory, as prescribed in TDCCA Bylaws, may be removed from the position and the position shall be declared vacant by the Executive Committee Chair. The vacancy shall be filled in accordance with the TDCCA bylaws.

ARTICLE VI MANNER OF CONDUCTING BUSINESS

Section 1. The act of a majority of the Executive Committee present shall be the act of the Executive Committee unless a greater number be required by law or by the TDCCA Policy.

Section 2. Under extraordinary circumstances, when it is necessary to conduct a vote of the Executive Committee to take an action or make an obligation of funds, the Executive Committee may be polled via email or phone.

Section 3. The act of a majority of the Chairs or Chairs designated representative present shall be the act of the TDCCA at said meeting, unless a greater number be required by law or by the TDCCA Policy.

ARTICLE VII EXECUTIVE COMMITTEE

Section 1. The Chair of the TDCCA shall serve as the Chair of the Executive Committee.

Section 2. The Executive Committee shall meet monthly or at the call of the Chair.

Section 3. A quorum for the transaction of business shall be seven (7) members of the thirteen (13) total members of the Executive Committee.

Section 4. Written notice of all meetings shall be sent to all members at least fourteen (14) days in advance of such meetings, stating time, place and business to be transacted. Virtual meetings may be conducted as an alternative to in person meetings.

ARTICLE VIII EXECUTIVE COMMITTEE MEMBERSHIP

Section 1. The Executive Committee shall include the four (4) Officers: Chair, Vice Chair, Secretary, and Treasurer.

Section 2. The Executive Committee shall also include nine (9) Congressional District Chairs, one from each of the nine (9) Congressional Districts in Tennessee. These Districts, which are periodically updated following Congressional redistricting, are detailed in the County Party Handbook.

Section 3. Members may only hold one position on the Executive Committee.

Section 4. Elections shall be held no more than sixty (60) days following the “County Reorganization” as mandated by the County Party Development Committee of the Tennessee Democratic Executive Committee.

ARTICLE IX OFFICERS

Section 1. Officers must be members of the TDCCA. Exceptions to this rule are noted in Section 5 of this Article.

Section 2. Officers of the TDCCA shall be Chair, Vice Chair, Secretary, and Treasurer, all of whom shall be elected by the TDCCA for a two (2) year term, or until their successors are duly elected and qualified.

Section 3. The Chair, Vice-Chair, Secretary, and Treasurer shall be elected by a majority vote of the membership attending said election meeting.

Section 4. In the event an office becomes vacant either by death, resignation, or that an officer no longer holds membership status in the TDCCA, the Chair shall call for a new election. The election shall take place at the next regular meeting after the office becomes vacant. If the Chair does not call the meeting within the six-month (6) time period, the Vice-Chair shall call the meeting.

Section 5. Former county chairs may serve as officers in the TDCCA provided they are elected to an initial TDCCA office within five (5) years of their last term as a county chair. Once elected, they may be re-elected to the same office or elected to other offices in the future.

ARTICLE X DUTIES OF OFFICERS

Section 1. The following are the job descriptions for the elected officers of the TDCCA. The job descriptions shown below are not limited to the information provided. Additional duties may be added to fulfill an obligation or circumstance that may arise.

Section 2. TDCCA – CHAIR

A. Overview

The Chair is responsible for the day-to-day business of the TDCCA. This includes, but is not limited to, corresponding with all county chairs, creating infrastructure to support the TDCCA, and fundraising. The Chair shall serve spokesperson for the TDCCA. The Chair presides over every meeting and called convention and serves as an ex-officio member of all committees. The Chair will also serve as a voting ex-officio member of the Tennessee Democratic Party State Executive Committee.

B. Responsibilities and Duties

● With the officers and other Executive Committee members, direct the activities of the TDCCA

● Work with the Officers and District Chairs to execute their job responsibilities.

● Can petition for committees to be created with approval from the executive committee

● Work with Secretary to create an agenda for all Executive Committee Meetings and General Membership Meetings

● Attend county party meetings and events.

● The chair may approve an expenditure of up to $125

Section 3. TDCCA - VICE CHAIR

A. Overview

In the absence of the Chair, the Vice-Chair shall perform the duties of the Chair, and have all the powers of, and be subject to all restrictions on, the Chair. They shall perform all duties incident to the office of Vice-Chair and such other duties as may be assigned by the Chair or by the Executive Committee.

B. Responsibilities and Duties

● Manages the distribution and delivery of all materials to meetings and events.

● Manage logistical execution of General Membership meetings- including, but not limited to, confirming speakers, procuring food, and set-up and breakdown of meeting space.

Section 4. TDCCA - SECRETARY

A. Overview

The Secretary is responsible for effectively communicating on behalf of the TDCCA.

Responsibilities and Duties

● Creates an agenda with the Chair for all Executive Committee Meetings and General Membership Meetings

● Takes and distributes minutes at Executive Committee Meetings and General Membership Meetings.

● Keeps attendance records for every meeting of the Executive Committee and the General Membership Meetings.

● Maintain a database of members and contact information.

● Creates and distributes all newsletters, announcements and event invites using email formats approved by the TDCCA Executive Committee.

● Manages TDCCA official email account, social media accounts, and website.

● Communicates with media outlets, other local county parties, and the membership regarding all meetings and events.

● Creates press releases for all major events.

● Maintains all records related to the position for the length of their tenure and transfers all records to their successor.

Section 5. TDCCA - TREASURER

A. Overview

The Treasurer is responsible for the day-to-day financial management of the TDCCA.

B. Responsibilities and Duties

● Manage all funds and securities of TDCCA and make timely deposits in the name of TDCCA to designated financial institutions.

● Maintains correct, transparent, and helpful records of TDCCA funds and transactions.

● Disburses funds as approved by the Executive Committee

● Presents a monthly itemized statement of income and expenditures to the Executive Committee.

● Upon request, provide a prompt account of all transactions and a financial statement to any officer.

● Register with the State, Federal, and County Election Commissions and file any and all reports required by the State Election Commission (SEC), Federal Election Commission (FEC), and County Election Commission should the Executive Committee choose to become a registered Political Action Committee (PAC).

● Maintain and monitor Squarespace fundraising website.

● Maintain all records related to this position for a minimum of 5 years or what is required by state and federal law.

● Transfer all records to successor within 14 days of the election.

ARTICLE XI FORMATION OF CONGRESSIONAL DISTRICT ORGANIZATION

Section 1. The county chairs of each Congressional District will organize within that district and elect a Chair and other officers.

Section 2. Congressional District Chairs will be responsible for holding quarterly Congressional District TDCCA meetings every year. These meetings will be called at the direction of the Congressional District TDCCA Chair. These meetings will be designed to provide specific trainings, hear from guest speakers, TDCCA and allow county chairs and party members an opportunity to collaborate.

Section 3. The Congressional District Chairs shall serve as an advisor to all county chairs within congressional district. Congressional District Chairs may attend county party meetings within the TDCCA congressional district and serve as a conduit for informing county chairs about information being TDCCA released from the TDCCA and the Tennessee Democratic Party.

Section 4. Congressional District Chairs must be members of the TDCCA.

Section 5. Congressional District Chairs of the TDCCA shall be elected by majority vote of the membership TDCCA of their congressional district attending said election meeting for a two (2) year term, or until TDCCA their successors are duly elected and qualified.

Section 6. In the event an office becomes vacant either by death, resignation or that an officer no longer holds membership status in the TDCCA, the Chair shall call for a new election. The election shall take place at the next regular meeting after the office becomes vacant. If the Chair does not call the meeting within the six-month (6) time period, the Vice-Chair shall call the meeting.

Section 7. Any former county chair may serve as a Congressional District Chair in the TDCCA. Once elected I TDCCA . or appointed, they may be elected to the same office or other District offices within the limitations imposed in these bylaws.

ARTICLE XII RESIGNATION AND REMOVAL OF TDCCA EXECUTIVE COMMITTEE MEMBERS

Section 1. Grounds for such disqualification and removal from office shall include:

A. Openly supporting or endorsing a candidate for public office of another political party or an independent candidate who is opposed or will be opposed by a Democratic nominee for the same office.

B. Failure to perform the designated duties of the office.

C. Violations of this organization’s Code of Conduct.

D. Three consecutive unexcused absences from regularly scheduled meetings of the Committee.

Section 2. Petition for Removal

A. Any member of the TDCCA may file a Petition for Removal with the Secretary. The petition must cite grounds for disqualification and removal of the member.

B. The Secretary shall present the Petition for Removal to the Chair and the member.

a. In the event the complaint is filed against the Chair, the Petition for Removal shall be presented to the Vice Chair and the member.

b. In the event the complaint is against the Secretary, the Petition for Removal shall be filed with the Chair directly.

C. Upon being given 30 days’ notice, the Executive Committee shall convene a hearing on said Petition for Removal affording the member the opportunity to confront the petitioners, present evidence and witnesses to rebut the grounds for disqualification, and question any witness testifying against said member.

D. The member shall be removed by a two-thirds vote of all members present and voting with the removal effective immediately.

Section 3. Procedure for Resignation

A. Any member of the Executive Committee who wishes to resign their position may do so by submitting a written request to the Secretary with at least fifteen days of notice.

ARTICLE XIII QUORUM

Section 1. Fifty-one (51%) percent of the members of the TDCCA in attendance of a duly called meeting of the TDCCA shall constitute a quorum for the transaction of business for the TDCCA. A vote shall pass with a simple majority of those members present.

ARTICLE XIV PROXIES

Section 1. No Proxies Allowed: No proxy shall be allowed at a meeting of the Executive Committee.

Section 2. Unit Rule: No voting by the unit rule shall be allowed at any meeting of the Executive Committee.

Section 3. Open Voting: All votes shall be public and shall not be by secret ballot.

Section 4. Membership Meeting Proxies: A county chair may designate in writing either an officer or a TDCCA member of the County Executive Committee to represent the county at the TDCCA. Such written TDCCA designation shall be required for each meeting and must be filed with the Secretary of the TDCCA.

ARTICLE XV CODE OF CONDUCT

Section 1. Officers, Executive Committee members, and County Chairs shall conduct themselves with civility and respect towards all other members of the Tennessee Democratic Party.

Section 2. Officers, Executive Committee members, and County Chairs shall not create an intimidating, offensive, and/or abusive environment for other members of the Tennessee Democratic Party.

Section 3. Officers, Executive Committee members, and County Chairs shall not engage in any actions detrimental to the purposes of county parties, the, the Tennessee Democratic Party, or the Democratic National Committee.

Section 4. Members shall be considered out of order should they fail to be recognized by the Chair before speaking, refuse to be seated when asked by the Chair and/or conducts themselves in an obnoxious, belligerent, or disrespectful manner. The Chair shall call the member to order and ask that they be seated and not interrupt the proceedings again without being recognized. If the TDCCA member refuses to come to order, the Chair shall instruct the Secretary to record their behavior and the Chair has the authority to ask the member to leave the meeting.

Section 5. Members shall not engage in racist, homophobic, transphobic, anti-Semitic, sexist, xenophobic, TDCCA ableism, classism, ageism, or other discriminatory behavior or language.

ARTICLE XVI COMMITTEES

Section 1. The Chair may establish committees with the approval of the Executive Committee.

Section 2. The Chair shall appoint the members of committees and shall designate the chair of each committee, with approval from the Executive Committee. The Chair is an Ex-Officio member of all committees.

Section 3. Each member of a committee shall serve at the pleasure of the Chair, but no longer than until the next Convention or until the committee is terminated.

Section 4. Each committee shall consist of three (3) members of the TDCCA from each of the Grand Divisions of the State of Tennessee for a total of nine (9) members.

Section 5. The TDCCA shall have the following standing committees:

A. Candidate Recruitment Committee

a. One of the objectives of the Tennessee Democratic Party is to win elections. It shall be the said purpose of this committee to assist in that purpose through the recruitment of candidates.

B. Communications Committee

a. The TDCCA Communications Committee is responsible for all the communication done on all TDCCA social media platforms. The committee will consist of a Chair, as appointed by the TDCCA Chair, and members that are recruited, nominated, and volunteer should be representatives of Democrats from all three Grand Divisions. At a minimum, there will be at least six people on the TDCCA Communications Committee.

b. The committee will follow the TDCCA Social Media Guidelines for messaging, content, and reporting. Amendments to the TDCCA Social Media Guidelines shall be implemented through TDCCA Social Media Committee meetings. These meetings can be called by the TDCCA Communications Committee Chair or at the request of a TDCCA Communications Committee Member.

C. Bylaws Committee

a. The TDCCA Bylaws Committee is responsible for maintaining the Bylaws.

b. Any updates to the Bylaws will be brought before the TDCCA membership for approval

D. Fundraising Committee

a. The major responsibility of the fundraising committee is to raise the amount needed to meet the proposed TDCCA membership budget

b. To work cooperatively with the TDCCA chair and treasurer in accounting for receipts and disbursements for the activity.

c. The committee may also plan specific fundraising events and activities.

E. Finance Committee

a. The role of the finance committee is primarily to provide financial oversight for the organization.

b. In conjunction with the Treasurer, prepare annual budgets to be reviewed by the Executive Committee and approved by the membership.

c. Monitor adherence to the budget.

d. Set long-range financial goals along with funding strategies to achieve them.

ARTICLE XVII RESOLUTIONS

All proposed resolutions to be passed by the TDCCA must be submitted to the Chair or the Secretary in writing, by facsimile or by electronic mail at least twenty-one (21) days in advance of the meeting at which they will be considered. In turn, the Chair will submit the resolutions to every member of the TDCCA membership at least fourteen (14) days prior to the meeting at which the resolution is to be considered. Emergency resolutions may be brought before the body by consent of 2/3 majority of those present.

ARTICLE XVIII PARLIAMENTARY PROCEDURES

The current edition of Robert’s Rules of Order shall govern all meetings unless specifically precluded by TDCCA Bylaws.

ARTICLE XIX AMENDMENTS

The Bylaws may be amended or substituted by a 2/3 majority vote of the total membership in attendance at any meeting of the TDCCA called for the purpose of amending the Bylaws or at any regularly scheduled meeting of the TDCCA for which a rules change has been placed in advance as an item on the agenda of the meeting.

CERTIFICATION OF APPROVED BYLAWS

I, _________________________________, the duly elected Chair of the Tennessee Democratic County Chairs Association, hereby certify that these Bylaws of the Tennessee Democratic County Chairs Association were duly voted on and adopted.

Along with my signature below, I have affixed my initials at the top of each page of these policies for the Tennessee Democratic County Chairs Association as verification of the approved content of that page by the

Membership.

_______________________________________________

Print Name

_______________________________________________

Signature

Chair

Tennessee Democratic County Chairs Association

Jordan Wilkins, Chair

Civil Miller-Watkins, Secretary

TBD

(The original TDCCA Constitution and Bylaws were adopted August 21, 1993, John M. Farris, Chair, Richard M. Morris, Secretary)