Resolution to amend the Democrats Abroad Charter by clarifying the consistency and usage of terminology
Proposed by Katie Solon (International Chair)

BE IT RESOLVED, that various sections of the Democrats Abroad Charter shall be amended to improve consistency in the use of terminology as follows:
Democrats Abroad Charter

Article One: Name; Purpose

Democrats Abroad, also known as the Democratic Party Committee Abroad ("DPCA"), is the organization that represents all United States citizens residing outside the United States who wish to adhere to the principles and further the aims of the Democratic Party of the United States of America. The organization is recognized by the Democratic National Committee ("DNC") as the equivalent of a U.S. State Party.
Democrats Abroad is a non-profit association organized and operating under the Uniform Unincorporated Nonprofit Association Act of 2000,

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The Democratic Party Committee Abroad (also known as "DPCA") is the highest authority of Democrats Abroad and shall have general responsibility for the coordination and furtherance of the work and purposes of Democrats Abroad, including the Regional Committees and the Country Committees provided for below, and shall perform generally the functions of a State Democratic Party Committee, subject to the provisions of the Charter and Bylaws of the Democratic Party of the United States of America, the resolutions and other actions of the DNC, this Charter, and any Standing Resolutions of the DPCA.
In discharging its operating responsibilities, the DPCA shall:

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Section 2.3 (Election Standards)

1. Members of the DPCADPCA members shall be elected in accordance with the standards set forth in the Charter and Bylaws of the Democratic Party through processes that assure full, timely, and equal opportunity to participate. All elections shall be public and all ballots open to inspection.
2. The DPCA Executive Committee may adopt such rules for elections as it deems necessary from time to time. Such rules shall also apply to elections conducted by the Regions and the Country Committees.

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Section 2.4 (Cessation of Membership)

1. 1. A DPCA member may resign from the DPCA by written notice to the International Chair, and such resignation shall be effective immediately;
   2. A DPCA member who ceases to have his or her principal residence abroad or (ii) has missed three (3) consecutive meetings of the DPCA shall be deemed to have resigned from the DPCA, including from any DPCA office under Section 2.2 above; provided, however, that a meeting attended in person by the Chair, Vice Chair, or Voting Representative of the Country Committee, or proxy holder from the same Country Committee, shall for these purposes also be considered as attended by the Chair, Vice Chair, or Voting Representative as the case may be;
   3. After notice and opportunity for hearing and upon grounds found by the DPCA to constitute good and sufficient cause, it may remove a DPCA member by a two-thirds (2/3rds) vote. The Executive Committee shall adopt such rules of procedure as it deems necessary to ensure that the removal hearing is conducted in a fair manner.

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1. Notice of each meeting, containing the place and time of the meeting and the agenda, shall be sent or given by the International Chair to each DPCA member of the DPCA not less than forty-five

(45) days before the date of the meeting. Any DPCA member may request the International Chair in writing, not less than thirty (30)
days before the meeting, to place additional items on the agenda, and shall simultaneously furnish the text of any resolutions proposed for adoption. The International Chair shall circulate such additional items and proposed resolutions, as well as other resolutions, to the DPCA members of the DPCA not less than fifteen (15) days before the meeting. Items may be added to the agenda at the meeting by majority vote of the DPCA members present or represented. To the extent not otherwise provided for herein, procedural questions shall be settled in accordance with the current edition of Roberts Rules of Order.

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Notwithstanding the foregoing, in the case of annual meetings under Section 3.1, a quorum shall require the physical presence or presence by proxy to a DPCA member physically present of at least 20% of DPCA members as well as the physical presence of either the International Chair or Vice Chair. In addition, for quorum purposes, the individuals referred to in paragraph (b) must include DPCA members resident in at least four (4) different countries and two (2) Regions.

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The International Chair shall encourage DPCA members of the DPCA and members of Democrats Abroad of any Country Committee of the DPCA who are unable to be present in person at meetings to participate by telephonic or electronic attendance, whenever technically and economically feasible. The International Chair will inform DPCA members of the DPCA of the telephone number to call and seek to arrange means of communication by which all persons participating in the meeting are able to hear one another at the same time. Notwithstanding the foregoing, neither the International Chair nor the DPCA shall be obligated to pay for the telecommunications charges involved in participation by a DPCA member or member of Democrats Abroad; all such line charges shall be for the account of the member choosing to participate by telephone. Participation by such telephone or electronic attendance shall constitute presence at a meeting for all purposes of this Charter, with the exception of establishment of a quorum or whenever presence in person is specifically required.

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1. 1. Multiply the number of Country Committees by 4 to obtain the "Initial Product;"
   2. 25% of the Initial Product shall be allocated among the Country Committees on the basis of one (1) vote each;
   3. 75% of the Initial Product shall be allocated among the Country Committees proportionally by multiplying with respect to each Country Committee, the Initial Product by the Country Committee's percentage of the total Democrats Abroad membership of Democrats Abroad. Fractions greater than or equal to 0.455 shall be rounded to the next highest whole number. Fractions less than 0.455 shall be rounded to the next lowest whole number.

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1. One (1) vote shall also be allocated to each elected DPCA officer and DNC member representing Democrats Abroad.
2. Each Country Committee in compliance with Section 5.4 and represented at the meeting in person, by proxy, or in accordance with Section 3.7 shall have the right to vote.
3. All decisions shall be taken by simple majority vote except where a two-thirds (2/3rds) vote is required (Sections 2.4(c), 4.2, 5.3, 6.1 and 10.1) or where the right to vote is not accorded to all DPCA members of the DPCA (Sections 4.2 and 7.2). The simple majority must include votes from at least one-third (1/3rd) of all Country Committees.
4. No DPCA member or valid proxyholder may cast in excess of 4 votes (including proxies) of the total number of votes determined under Section 3.6 (a) and (b). Subject to the foregoing and to Subsection (f) below pertaining to Representatives, the votes of a Country Committee shall be cast by the Chair or, in the absence of the Chair, by the Vice Chair and Voting Representative(s) if any. If both the Chair and Vice Chair of a Country Committee with no Voting Representatives are present in person at a meeting, each shall have one-half of such votes.

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election of a Country Committee's Chair and Vice Chair. If a Country Committee has more than one (1) Voting Representative, gender balance shall apply. The term of a Voting Representative shall be the same as for Officers of the Country Committee. All Voting Representatives shall be entitled to attend all Democrats Abroad meetings during the same two (2)-year term as for the Country Committee Chair and Vice Chair offices. If a Country Committee is entitled to less than five (5) votes, the Non-Voting DPCA Representative, if any, shall have the right to speak at DPCA meetings but not to vote, except under Section 3.7 below. If a Country Committee is entitled to five (5) or more votes, the distribution of votes among the Chair, Vice Chair, and Voting Representative(s) (if any) shall be determined by the Country Committee at the time of election, failing which by the Country Committee Chair; provided, however, that a Voting Representative shall have no less than one (1) vote nor more votes than the Country Committee Chair or Vice Chair.

Section 3.7 (Capacity to Vote and Proxies)

1. No DPCA member of the DPCA may vote in more than one capacity (e.g., DPCA officer, DNC member, Country Committee Chair, or Voting Representative) in any vote taken under this Charter; proxyholders may exercise their proxies without violating this subsection.
2. Any eligible voter may cast a vote by written proxy on any specified item on the agenda of the meeting. A remote vote may also be cast by electronic means, which term shall mean wherever used in this Charter a personally verifiable method that can be reduced to written form or (ii) a voice communication received by a DPCA officer.
3. Voting by proxy shall be permitted, subject to the limitations set out in this Charter. Proxies shall be in writing; shall name the person to whom the proxy is given; may be either general or limited to specific issues; may be either instructed or uninstructed. Proxies given as described below shall be notified to and received by the International Secretary at least three (3) days before the relevant meeting.
4. The vote of a DPCA member may not be divided among multiple proxyholders. Proxies shall be given for the full vote of a DPCA member. If a proxyholder cannot accept a full proxy due to the limitations imposed by Section 3.6(e) or Section 3.7(g), the International Secretary may assign a proxy of partial voting weight.
5. General proxies may be given by:

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1. 1. A Country Committee Chair, Vice Chair, or Voting Representative to: a member of Democrats Abroad within the same Country Committee or a DPCA member of the same Region;

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1. 1. DNC member (elected at large) to: any DPCA member;

1. 1. DPCA officer to another DPCA member of DPCA.
2. A proxy vote may be cast by a member of Democrats Abroad within of a Country Committee only if any member of Democrats Abroad within such Country Committee has attended one (1) of the three (3) DPCA meetings held immediately preceding the DPCA meeting at which such proxy vote is to be cast.
3. No person may hold more than four (4) proxies.
4. A proxy may be revoked in writing at any time prior to the call to order of a meeting.
5. If during the course of a meeting of the DPCA, a person duly recorded during the roll call as present must leave the meeting, temporarily or permanently, such person may give another participating DPCA member a written proxy for the meeting valid for the duration of the absence or for the duration of the meeting concerned.
6. A DPCA member of the DPCA holding two (2) positions may not issue a proxy with respect to more than one (1) such position if such member is absent from a meeting; if such member attends a meeting such member may issue no proxies.
7. Any rules on the treatment of proxies included in Democrats Abroad's Delegate Selection Plan will override the provisions in this Section for the purpose of that Plan.

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In addition to the provisions of Section 3.8, the DPCA may take any action under this Charter without a meeting if 90% of all DPCA members of the DPCA consent in writing to such action; provided, however, that no action to amend Section 10.1 may be taken under this Section 3.9. Such written consents shall be filed with the minutes of the DPCA proceedings and shall have the same force and effect as a vote taken by DPCA members physically present. For the purposes hereof, writing shall include faxes and electronic communications that can be reduced to paper.

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Prior to the election meeting, the International Chair shall appoint, after consultation with the Executive Committee, five (5) members of Democrats Abroad as an Elections Committee, at least three (3) of whom shall not be members of the DPCA members. It shall be the duty of the Elections Committee to call for nominations for officers and to determine which individuals whose names are submitted for nomination are qualified (as per Section 2.4(b) of this Charter) to fill DPCA offices. Members of the Elections Committee shall not be candidates for nor be elected to office. The names of the qualified individuals placed in nomination with the Elections Committee shall be forwarded in writing to the International Chair and other DPCA members of the DPCA by the Elections Committee, after their qualifications have been determined, at least forty-five (45) days in advance of the scheduled election meeting of the DPCA. Nominations of qualified candidates for office may be made from the floor at the election meeting. The elections shall be conducted by the Elections Committee.

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The International Chair shall be responsible for the carrying out of the programs and policies of the Democratic Party and Democrats Abroad. The International Chair shall preside at all meetings of the DPCA, establishing its agendas, and implementing its decisions. Following consultation with the Executive Committee, the International Chair may appoint deputies or assistant officers (such appointments shall be promptly notified to the DPCA) and conduct the day-to-day business of Democrats Abroad. The International Chair shall be the chief spokesperson for the organization. The International Chair may, after consultation with the Executive Committee, create or terminate committees and determine their composition and purpose. The International Chair shall ex officio be a non-voting member of all committees.

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The International Secretary shall keep minutes of DPCA meetings (taking particular note of all Standing Resolutions) and Executive Committee meetings, circulate minutes and records of action to DPCA members, be responsible for maintaining all the administrative files and records and membership lists and databases of the DPCA and Democrats Abroad, and perform such other duties as may be prescribed by the International Chair.

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1. By January 31st of each year, each Country Committee shall furnish to the International Counsel a copy of the Country Committee's Bylaws, indicating any amendments made during the year.
2. Country Committees shall hold their elections no later than June 30th of odd-numbered years. Within fifteen (15) days of any election held by a Country Committee, the Secretary of such Country Committee shall certify the results of the election to the International Secretary and forward the minutes of the election meeting, with full address and contact information of the office holders so elected.
3. Without limitation of the foregoing, Country Committees shall at all times be in keeping with Sections 5.2 and 5.4; provided, however, that by a 4/5 majority vote of the Executive Committee of the DPCA or, by a majority vote of the DPCA at a regular meeting, upon written application, and for good reason, a dispensation from Section 5.2
   1. may be granted for a period not to exceed 2 years.
   2. The Executive Committee shall establish from time to time the methods and procedures to be used by the Country Committees to verify and certify membership in Democrats Abroad for all purposes under this Charter, with the maximum accuracy reasonably possible for an association such as Democrats Abroad.
   3. By January 31st of each year, the Chair of each Country Committee shall certify to the International Chair of the DPCA that the membership database containing the names and such other information as the DPCA Executive Committee shall require is current and correct for certification of the number of members of Democrats Abroad, and such certification must be attested to by the Secretary or Treasurer of such Country Committee. The database referred to in the previous sentence shall be in the format from time- to-time prescribed by the Executive Committee.
   4. Each Country Committee shall file within the required time provide such documents or information concerning the activities of the Country Committee as may be reasonably required by the International Chair or the Executive Committee.

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A country organization meeting all the requirements of Section 5.2 and having less than fifty (50) members of Democrats Abroad may, upon application to the International Chair of Democrats Abroad, be admitted as a Committee In Formation and thereafter may participate in activities of Democrats Abroad without the right to vote.

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Individuals residing in territories not having a recognized Democrats Abroad Country Committee may become members-at-large of Democrats Abroad and shall enjoy all rights and privileges of individual members of Democrats Abroad as they shall be determined from time to time by the DPCA.

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1. A Country Committee Chair, Vice Chair may be suspended from office by a 7/8ths vote of the DPCA Executive Committee or by a two thirds (2/3rds) vote of the DPCA, which suspension shall be promptly communicated in writing to the individual concerned and to the Executive Committee of the affected Country Committee, if the Country Committee Officer engages in unacceptable conduct that seriously harms the interests of the Democratic Party of the United States of America, the DNC, Democrats Abroad, or its own Country Committee. The Country Committee Officer and the Executive Committee of such Country Committee shall be notified in writing of the initiation and nature of the charges and the DPCA Executive Committee will provide ample information to enable a defense to be prepared. A Country Committee Officer suspended under this paragraph (a) may request a prompt hearing to be held within thirty

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1. Country Committees may be suspended upon unanimous vote of the DPCA Executive Committee if the Country Committee's certified membership in Democrats Abroad falls significantly due to actions or failure to act objectively attributable to the Country Committee.

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Members of Democrats Abroad residing in a Region may meet by appropriate means of communication to consider matters relating to that Region. The Regional Vice Chair shall preside over such Regional meetings. In the absence of the Regional Vice Chair, the members of Democrats Abroad in attendance at the meeting shall elect a presiding officer pro-tem. The rules applicable to such meetings shall be the same as those applicable to DPCA meetings.
To the extent feasible, Regional meetings shall be held in those countries that so request. A prompt report of each meeting shall be made to the DPCA by the Secretary pro-tem of the meeting.

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