DEMOCRATS ABROAD

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*\[HUNGARY\]*

BYLAWS
adopted on 17 April 2008
amended on 31 March 2010
amended on 22 March 2012 v.09
amended on 27 March 2014 v.04

Article I: Name of the Organization

These Bylaws govern an organization having as its name Democrats Abroad \[Hungary\] (hereinafter "DA-HU.")

Article II: Purpose and Relationship to Democrats Abroad

2.1Country Committee

The organization is a constituent member of the Democratic Party Committee Abroad (DPCA) as a Country Committee within Democrats Abroad.

2.2Purpose

The purposes of the organization shall be to advance the interests and ideals of the Democratic Party of the United States (the "Democratic Party") and of Democrats Abroad as stated in the Charter of the Democratic Party (§17) and the Bylaws of Democrats Abroad, and to provide a platform for appropriate action by its members and supporters who reside in Hungary.

Article III: Members

3.1Membership Requirements

Individuals who wish to join DA-HU must meet all of the following qualifications: be a citizen of the United States, (ii) be of voting age, meaning having attained eighteen years of age by the next federal election subsequent to joining, (iii) subscribe to the principles of the Democratic Party of the United States and of Democrats Abroad, and (iv) have their principal place of residence in Hungary. Membership in DA-HU automatically results in membership in Democrats Abroad.

3.2Application Process for Membership

To join Democrats Abroad Hungary, a prospective member must complete the DPCA on-line membership application form made available at the Democrats Abroad international website.

3.3Consent to Personal Data Use

By becoming a member of Democrats Abroad Hungary, the member explicitly consents to the delivery of his/her name and all other information contained on the membership form to the DPCA for such lawful use thereof by the DPCA.

3.4Validation of Personal Data

Each member has the right to inspect and correct his/her own membership data as maintained in the DPCA membership database.

3.5Limitations on Use of Personal Data

Membership records shall be kept confidential, and they shall not be available to any person other than members of the DA-HU Executive Committee, DPCA, or DA-HU members with designated responsibility in connection with elections or database management. All individuals with access to membership data shall sign and adhere to the terms of the current DPCA Confidentiality Agreement. No use of the membership database is permitted for purposes other than those related to the activities of the Democratic Party, of Democrats Abroad, or of Democrats Abroad Hungary. No candidate for any office may use or access the membership database directly for the purposes of campaigning for office or soliciting votes or proxies.

3.6Membership Database Maintenance

Membership records shall be maintained by the Secretary in a manner consistent with DPCA requirements and applicable data security laws. A validated and up-to-date membership database shall be submitted to the appropriate officers of the DPCA no later than January 31 of each year in such form and format as the DPCA shall require.

3.7Cessation of Membership

Any member shall cease to be a member if he/she no longer maintains his/her principal residence in Hungary. Criteria for determining principal residency shall be in accordance with DPCA policy documents, including the DPCA Country Committee Election Procedures. A member may also notify the Chair, the Secretary, or the DPCA in writing that the member wishes to resign from DA-HU. A former member may be re-instated under the same conditions as a new member.

3.8Removal of Membership

A member who, by her/his actions, demonstrates that she/he no longer subscribes to the principles of the Democratic Party of the United States and of Democrats Abroad may be removed from membership by a two-thirds (2/3) vote of the members of the Executive Committee; provided that such vote may only be taken at a meeting of the Executive Committee, after the member has received at least 30-days advance written notification by the Executive Committee of the Executive Committee's intention to remove the member and has had reasonable opportunity to contest the proposed action by the Executive Committee. 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.  A member so removed may appeal the decision of the Executive Committee at a general meeting of DA-HU members held pursuant to Article IX.

Article IV: Executive Committee

4.1Members of the Executive Committee

The DA-HU Executive Committee shall be composed of the elected Officers (Chair, Vice-Chair, Secretary, Treasurer, Counsel), and two Members-at-Large. The chairs of the Standing Committees and Ad Hoc Committees shall be observer members of the Executive Committee without voting privileges.

4.2 Male/Female Balance

Following Democratic Party and DPCA policy, the Chair and the Vice-Chair shall be of the opposite sex.
4.3 Responsibilities of the Chair
The Chair shall be the chief executive officer of the organization, shall call and preside at all meetings of members and of the Executive Committee, establish the agenda of such meetings, and shall be responsible for carrying out the programs, policies, and activities approved by the organization. The Chair shall be responsible for ensuring the organization is in compliance with host-country laws and regulations. The Chair shall sit ex-officio on all committees and subcommittees of the organization, including Standing Committees, with full voting privileges. Decisions or actions taken by the Chair may be overruled by a two-thirds (2/3) majority of the Executive Committee.

4.4 Vice-Chair

In the absence of the Chair, the Vice-Chair shall call and preside at meetings of members and of the Executive Committee. The Vice-Chair may have such other duties as the Chair shall define.

4.5 Secretary

The Secretary shall maintain a current list of members of the organization, keep the minutes of all meetings, and all files and administrative records of the organization. The minutes of all meetings shall be made available to all DA-HU members without undue delay.

4.6 Treasurer

The Treasurer shall manage the finances of the organization, maintain its financial reports to members, and make and maintain such financial reports as may be required by law. All such records shall be available for review and comment by DA-HU members. The Treasurer shall consult with the International Treasurer of Democrats Abroad from time to time on matters concerning the maintenance of financial records and financial reporting (notably to the United States Federal Election Commission).

4.7 Counsel

The Counsel shall be available for consultation by the Executive Committee and its officers on legal and procedural questions relating to DA-HU and its activities. The Counsel shall consult with the International Counsel from time to time on emergent matters, including notably questions on voting issues and financial record keeping.

4.8 Members-At-Large

The two Members-At-Large participate in the work of the Executive Committee to support the organization by engaging in such projects and committees as needed for the effective functioning of DA-HU.

4.9Term of Office

All members of the Executive Committee shall be elected every two years in odd-numbered years at the Annual General Meeting of the organization (which meeting shall be held no later than June 30). They shall be elected for a term expiring upon the election of their successor. No Officer or Member-at-Large can serve more than two consecutive terms in the same position.

4.10Expiration of Term

The terms of all incumbent Officers and Committee Chairs shall automatically expire upon the election of new Officers in accordance with the foregoing paragraph.

4.11Removal for Non-Attendance

Any Officer or Member-at-Large who misses three consecutive, regularly called meetings of the Executive Committee may be removed from office by a two-thirds (2/3) vote of the entire Executive Committee at a duly convened meeting at which the question of such removal is on the agenda sent out at least 30-days in advance and at which the Officer or Member-at-Large is given due opportunity to contest the removal and explain the reasons for her/his absence.

Article V: Executive Committee Responsibilities

5.1Schedule of Meetings

The Executive Committee shall meet at least four times a year upon call by the Chair for the purpose of consulting with and advising the Chair in the administration of the organization. A meeting of the Executive Committee may be called by any two members of the Executive Committee.

5.2Responsibilities of the Executive Committee

The Executive Committee shall be responsible for the conduct of the affairs of DA-HU in accordance with policies of the DNC and the DPCA. The Executive Committee may act in meeting, by telephone, by video conference, by e-mail, or by other written or electronic means. The Executive Committee shall adopt a budget for DA-HU prior to the Annual General Meeting each year. Decisions taken by the Executive Committee shall be by simple majority vote of those present in person or proxy or participating by approved real-time electronic means at any quorate meeting of the Executive Committee; or if such vote is taken by e-mail or other written form, by simple majority of the entire Executive Committee.

5.3Code of Conduct

Elected Officers and Members-at-Large and appointed Committee Members are expected to adhere to the DPCA Code of Conduct and other procedures and policies defined by the DPCA.

Article VI: Committees

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Article VII: Nominations and Elections

7.1Nominations and Elections Committee

At least two months prior to the Annual General Meeting, and in any event no later than March 31^st , of an election year, a Nominations and Elections Committee (hereinafter " NEC") shall be named by the Chair with the approval of the Executive Committee. The members of the NEC shall elect a chair from among its appointed members. All NEC members shall be subject to the obligations of confidentiality (pursuant to Article 3.5). This committee shall be empowered to receive nominations of members for elected officer positions from the membership and to make nominations, with assent of the nominated member, for any open position. The nominations committee shall not exclude any eligible member as a candidate.

7.2Establishing Voting Procedure

At the meeting approving the appointment of the NEC, the Executive Committee shall decide, in view of local circumstances and to promote the greatest participation, on the rules and procedures for the balloting and elections. They shall define proxy and voting procedures and procedures for notifying members of the election process. To the extent possible under the rules of the DNC and DPCA, provision shall be made to enable members to vote remotely via a personally verifiable electronic means (e.g., by fax, e-mail, on the Web, etc.).

7.3Nominations Invitation

The NEC shall notify the membership and solicit nominations no less than 30 days prior to the annual meeting at which an election will be held. Any member of the organization wishing to run for an open position and not nominated by the Nominations Committee shall declare his/her candidacy at least 17 days before the annual meeting in writing addressed to the Chair of the Nominations Committee.

7.4Ballot Preparation and Distribution

The chair of the NEC shall prepare ballots containing the names of the nominated candidates for distribution to the membership of the organization no earlier than 17 days before the annual meeting and no later than 14 days before such meeting. Such ballots shall be posted to the DPCA website and e-mailed or postal mailed to all DA-HU members no less than 14 days before the election meeting.

7.5Candidate Presentations

The NEC shall ensure that nominated candidates have reasonable and equitable opportunity to present their candidacy, qualifications, and platform prior to the elections. The NEC shall ensure adequate distribution of all such information to the membership, including posting on the DA-HU website.

7.6Restrictions on Nominations from the Floor

At an election meeting if there is no declared candidate for an open position, then members may nominate a candidate from the floor. Otherwise, there may be no nominations from the floor of the meeting.

7.7Nominations for Special Election

In the case of an election held to fill a vacancy pursuant to Article 8.5 (Elections for Officer Vacancies), the election shall be held at the next Annual General Meeting, following the rules given in Articles VII (Nominations and Elections) and VIII (Elections and Removal from Office).

7.8DPCA Election Procedures

The DA-HU election procedures shall adhere to and follow as practicably as possible the current DPCA Country Committee Election Procedures and relevant policy guidelines. Any variation from these guidelines shall be approved by the Executive Committee prior to the election.

Article VIII: Elections and Removal from Office

8.1Election and Counting of Ballots

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8.2No Secret Ballot

In accord with Democratic Party and DPCA policy, there is no secret ballot voting in DA-HU elections. All ballots cast must include such personal identification and contact data (i.e., name, phone, e-mail) as to allow for validation that the voter is a member of DA-HU, and to confirm that votes are counted as the voter intended. An electronically submitted ballot with a typed name shall constitute a valid "signature," so long as the ballot is submitted from the e-mail address registered in the membership database.
8.3Removal from Office
Any Officer or Member-at-Large may be removed from office by a vote of two-thirds (2/3) of those present at a duly convened and quorate meeting of the membership or (ii) those voting in a duly organized vote by electronic ballot (e.g., e-mail, web) on the question, subject to the following conditions: (a) Notice of any meeting under this Section must be given in writing to the membership at least 30 days in advance, (b) the Chair or Secretary shall notify the Officer or Member-at-Large in writing at least 30-days in advance, and (c) the Officer or Member-at-Large shall be provided with due opportunity to contest the reasons for her or his removal.

8.4Vacancy of the Chair

If the position of Chair becomes vacant for whatever reason, the Vice-Chair shall succeed to the office of Chair and elections shall be held to fill the office of Vice-Chair in accordance with Article 8.5 (Elections for Officer Vacancies). Any Vice-Chair succeeding to the office of Chair shall serve only until the election of her or his successor at the next regular election.
8.5Elections for Officer Vacancies
Any vacancy among the Officers or Members-at-Large of the Executive Committee shall be filled by an election held at the next Annual General Meeting of the members of the organization in conformity with Articles VII (Nominations and Elections) and VIII (Elections and Removal from Office) hereof. Until such vacancy is filled by an election, the Chair may make an interim appointment at his or her discretion of a member to fill the vacancy on a temporary basis, subject to approval by the Executive Committee. Any Officer or Member-at-Large elected at an election shall serve only until the next regular election.

8.6 Election Challenges

An election may be challenged by any eligible member. Challenges must be submitted in writing to the NEC within 30 days of the election. The NEC shall hear and adjudicate all election challenges in accord with the DPCA Country Committee Election Procedures and the DPCA Rules of Procedure.
8.7Election Reporting
The certified minutes of the election meeting shall be reported to the International Secretary of DPCA, together with the complete contact information of all elected officers within 15 days of the election. The election results shall also be promptly reported to the full membership.

Article IX: Meetings

9 .1Notice of Meetings
Notice of Annual General Meetings, (ii) meetings at which elections and decisions on removals from office will be held, and (iii) meetings to amend these Bylaws shall be sent to members at least 30 days before the meeting via the official membership e-mail distribution list and DPCA website. Notice shall be given of other meetings of members (with no less than 14 days written notice) and of the Executive Committee and Standing Committees (with reasonable notice under the circumstances) shall be given via the official membership e-mail distribution list and/or DPCA website, as well as by other means as the Chair shall prescribe.
9.2Annual General Meeting
An Annual General Meeting of members shall be held no later than March 31 of each year and shall act upon the following: approval of the accounts and the report of the Chair and the Treasurer for the preceding calendar year, (ii) in election years, the election of the Officers and Members-at-Large, (iii) such other business as the Chair shall deem appropriate, (iv) and other agenda items submitted as per Article 9.8 (Meeting Agenda)

9.3Other Meetings of the General Membership

Other meetings of the membership may be held from time to time upon call by the Chair, (ii) two (2) members of the Executive Committee, or (iii) the lesser of 10% of the membership, or twenty (20) members who request the holding of a meeting.
9.4Meetings Open to All Members
All meetings of the membership, the Executive Committee, the Standing Committees, and Ad Hoc Committees (if any) shall be open to the membership and conducted in accordance with these Bylaws (including the provisions in Article 9.1 on notice).

9.5Manner of Assembly

Meetings of Democrats Abroad Hungary may be held in person, by telephone, videoconference, or by such electronic means as the Executive Committee approves by a two-thirds (2/3) majority.
9.6Constituting a Quorum
A Quorum is required for any meeting to have a valid vote, pass resolutions, or elect officers. For the purposes hereof, a Quorum shall be determined as follows:
(I) for meetings of the membership, the lesser of 10% of the membership, or twenty (20) members;
(ii) for meetings of the Executive Committee, Standing Committees, or any Ad Hoc committee, one-half of the members of such committee, provided that the chair or vice chair of such committee is present;
(iii) a person attending or voting by approved real-time electronic means (e.g. teleconference, videoconference, etc.) shall be counted as in attendance for the purposes of achieving a Quorum, in accordance with Article 9.5 (Manner of Assembly).
(iv) Proxies shall not be counted in determining a Quorum.

9.7Failure to Call a Meeting

If the Chair fails to call a meeting in a timely manner for whatever reason, the Secretary or another Officer shall call the meeting.
9.8Meeting Agenda
The agenda of a meeting of the membership shall include any item of business submitted in writing to the Chair in advance by any two (2) members of the Executive Committee; or the lesser of ten percent (10%) of the membership, or ten (10) members. The agenda of any meeting of the Executive Committee or of a subcommittee shall include any item of business submitted in writing to the Chair in advance by any two (2) members of the Executive Committee or of the committee, as the case may be.

9.9Governing by Roberts Rules

Meetings shall be conducted in accordance with the latest edition of Roberts Rules of Order, for all procedural matters not governed by these Bylaws, or the Bylaws, rules and regulations of the DPCA.

Article X: Rules Applicable to the Country Committee

The functioning of the DA-HU Country Committee shall be governed by (i) these Bylaws and such rules as the Executive Committee may adopt and (ii) the Bylaws and rules and regulations of Democrats Abroad and the Charter and Bylaws  and rules and regulations of the Democratic Party of the United States. In the event of a conflict between these DA-HU Bylaws \[item (i) above\] and the Bylaws, Charter, or rules and regulations of either Democrats Abroad or the Democratic Party \[item (ii) above\], the documents, rules and regulations of the latter \[item (ii)\] shall prevail.

Article XI: Amendments

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