DPCA BYLAWS COMMITTEE FINAL RECOMMENDATION Bylaws/Charter Draft – Sept 2010
Submitted to DPCA Executive Committee September 6, 2010
Articles Four and Five for Comments
Article Four Officers
Section 4.1 Officers
The elected officers of the DPCA shall be the International Chair, International Vice Chair, International Treasurer, International Secretary, International Counsel and the Regional Vice Chairs, no more than one of whom shall be from the same Country Committee. The offices of International Treasurer, International Secretary and International Counsel shall be held by individuals from at least two different Regions. However, if there is no candidate for any position, a candidate who would otherwise be ineligible under the previous sentences may be elected. The Executive Committee shall be comprised of these elected officers of the DPCA.
Section 4.2 Election
The officers other than the Regional Vice Chairs shall be elected at the first meeting of the DPCA held in odd-numbered years, to serve for a term of two years or until their successors have been elected and qualify. Election shall be by majority of the votes cast by Country Committees and the members of the DNC representing Democrats Abroad, subject to the provisions of Section 3.6.
The Regional Vice Chairs shall be elected pursuant to Section 6.2.
No person may serve in the same office for more than two consecutive full terms. In the event that there is no candidate for a DPCA Executive Committee office, an officer who has served two consecutive terms in that office may be elected to a third term of that office by a two-thirds majority vote.
Section 4.3 Nominations
Prior to the election meeting, the International Chair shall appoint, after consultation with the Executive Committee, five members of Democrats Abroad as an Elections Committee, three of whom shall not be members of the DPCA. 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 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.
Section 4.4 Gender Balance of International Chair and International Vice Chair
The International Chair and International Vice Chair shall be of opposite sex, and shall be from different Country Committees.
Section 4.5 Replacement
In the event of a vacancy, including the resignation or removal of an officer in accordance with Section 2.4, the Executive Committee of the DPCA shall proceed immediately with the election of a replacement, subject to confirmation at the next meeting of the DPCA, where nominations shall be taken from the floor. The person elected shall serve out the balance of the term. For the purposes of the last sentence of the first paragraph of Section 4.2, a person elected to serve out the balance of a term for a period of less than 365 days shall not be deemed to have served a full term.
Section 4.6 Responsibilities of the International Chair
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 their agenda and implementing their 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, determine their composition and purpose. The International Chair shall ex officio be a non-voting member of all committees.
Section 4.7 Responsibilities of the International Vice Chair
The International Vice Chair shall replace the International Chair whenever the latter is absent or is incapacitated, and shall have such other duties as may be prescribed by the International Chair.
Section 4.8 Responsibilities of the International Secretary
The International Secretary shall keep minutes of DPCA meetings, Executive Committee meetings and Regional meetings, circulate minutes and records of action to 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.
Section 4.9 Responsibilities of the International Treasurer
The International Treasurer shall keep the financial records of the DPCA, establish a budget for approval of the Executive Committee, oversee its bank and other financial accounts, make an annual financial report to the DPCA and ensure that any necessary reports or filings with the DNC or the governmental authorities of the United States of America and the individual states, are timely made.
Section 4.10 Responsibilities of the International Counsel
The International Counsel shall be available for consultation on legal and procedural questions relating to Democrats Abroad and its activities, and the interpretation of and compliance with the Charter and Bylaws of the DNC, the Charter of Democrats Abroad and the bylaws of Country Committees, and serve as Parliamentarian at DPCA meetings. The International Chair may appoint a separate individual to serve as Parliamentarian.
Section 4.11 Responsibilities of the Executive Committee
The Executive Committee shall be responsible for the conduct of the affairs of Democrats Abroad in accordance with policies of the DNC and the DPCA. The Executive Committee shall establish its own rules and, when convened by the International Chair or one third of its members, may act in a meeting, by telephone or electronic means. The Executive Committee shall adopt a budget for Democrats Abroad prior to the first meeting of the DPCA each year. Except as provided in the following sentence, decisions taken by the Executive Committee shall be by simple majority vote of those members present in person or by instructed proxy given to another member of the Executive Committee or, if such vote is taken in electronic or written form, by simple majority of the entire Executive Committee. By a two-thirds majority of the entire Executive Committee, the Executive Committee may overrule any decision or action of any officer.
Section 4.12 Executive Director
Following consultation with the Executive Committee, the International Chair may name an Executive Director to perform such duties as the International Chair may prescribe.
Article Five Country Committees
Section 5.1 Constituent Units
The constituent units of Democrats Abroad are, except in exceptional circumstances, the Country Committees, which shall be the organized democratic expression of US citizens overseas and shall further the aims of the Democratic Party of the United States and of Democrats Abroad. Except where otherwise deemed more expedient by the DPCA, Country Committees shall represent geographical areas coextensive with national boundaries.
Country Committees shall be responsible for their own internal management and compliance with applicable laws, including without limitation the laws and regulations of the United States and the several States applicable to political parties and contributions to them (notably to the United States Federal Election Commission).
Section 5.2 Admission
To be admitted to Democrats Abroad as a Country Committee, a group must make application to the International Chair containing the following information:
(a) a membership list, certifying that the group is composed of at least 50 United States citizens of voting age having their principal residence in that defined geographical area and who adhere to the principles of the Democratic Party of the United States.
(b) a copy of the Bylaws of the applicant committee adopted in conformity with the Charter and Bylaws of the Democratic Party of the United States, the Democratic National Committee, and the Charter of Democrats Abroad and certified by the duly elected Chair and another duly elected officer of the applicant committee;
(c) copies of publicity providing reasonable notice to United States citizens in that defined geographical area of the organization and election meeting(s) of the applicant committee, as well as a list of officers elected and their full contact information;
(d) a copy of the minutes attested to by the Chair and another elected officer of the applicant committee for the meeting(s) in which officers were elected who i) at the time of their election and thereafter have their principal residence in that defined geographical area; (ii) have been elected for a term of office not exceeding two years; (iii) are eligible to serve in the same office no more than two consecutive terms; and (iv) include a Chair and Vice Chair (or first Vice Chair) of opposite sex.
Section 5.3 DPCA Vote to Admit
A two-thirds affirmative vote of the DPCA at a duly called meeting shall be required to admit an applicant committee. It shall be a prerequisite for admission that one or more of the elected officers of the applicant committee shall have attended at least one meeting of the DPCA or a Region prior to the meeting at which admission is voted upon and shall be known to at least one DPCA officer.
Section 5.4 Country Committee Filings
(a) By January 31st of each year, each Country Committee shall furnish to the International Chair a copy of the Country Committee's Bylaws, indicating any amendments made during the year.
(b) Country Committees shall hold their elections no later than March 31 of odd- numbered years. Within fifteen 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.
(c) 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 (d) may be granted for a period not to exceed 2 years.
(d) 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 for all purposes under this Charter, with the maximum accuracy reasonably possible for an association such as Democrats Abroad.
(e) 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, and such list must be countersigned 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.
(f) 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 Chair or the Executive Committee.
Section 5.5 Committees In Formation
A country organization meeting all the requirements of Section 5.2 and having not less than 50 members may, upon application to the Chairperson of Democrats Abroad, be admitted as a Committee In Formation and thereafter may participate in activities of Democrats Abroad without the right to vote.
Section 5.6 Chapters
Any Country Committee may permit chapters to be formed within local geographic areas after presentation of a petition signed by members of the Country Committee in good standing seeking such recognition. Chapters shall be recognized only for internal purposes of the Country Committee upon terms to be specified by the Country Committee. Recognized chapters shall operate in compliance with the bylaws of the Country Committee (as may be modified in the judgment of the Country Committee from time to time), as well as the Charter and rules of Democrats Abroad.
Within six (6) months of approval of the petition, the chapter shall hold a meeting to elect a Chair and such officers as it deems necessary. The meeting shall be called upon reasonable notice and conducted in accordance with the bylaws of the Country Committee and this Charter, respectively. The minutes and contact details of the officers so elected shall be promptly provided to the Chair of the Country Committee.
Chapters shall convene at least one membership meeting annually at which the Chapter Chair and other officers (if any) shall report on the status and activities of the chapter.
All financial matters concerning Chapters shall be under the review and supervision of the Chair and Treasurer of the Country Committee who shall take into consideration the budget, sources and proposed uses of funds relating to any Chapter, while maximizing the Chapter's ability to operate. In any event, Country Committees shall be responsible to ensure compliance by their Chapters with all applicable laws in accordance with Section 5.1.
If the bylaws of the Country Committee provide for the election of a chapter representative to the Country Committee, a general meeting of the chapter's membership shall take place at least 21 days before the Country Committee meeting for the election of its officers.
Any dispute between a chapter and its Country Committee may be brought before the DPCA Executive Committee for determination.
Section 5.7 Members-at-Large
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 as they shall be determined from time to time by the DPCA.
Section 5.8 Suspension of Country Committee or Country In Formation
A Country Committee or Committee In Formation may be suspended from full membership by two thirds vote of the Executive Committee or by a majority vote of the DPCA if:
(a) it fails to hold an election of officers within six months following the date prescribed by the Country Committee's Bylaws. Any Country Committee or Committee In Formation suspended under this paragraph may be reinstated to full rights by the DPCA upon filing an application with the International Chair accompanied by a copy of the minutes of a valid election meeting certified as true by the Country Committee's Chairperson and Secretary; or
(b) it engages in highly unacceptable conduct which seriously prejudices the interests of the Democratic Party of the United States, the DNC, Democrats Abroad or its own Country Committee. A Country Committee or a Committee in Formation suspended under this paragraph (b) may request a prompt hearing and the Executive Committee shall make such arrangements as it deems best suited to protect all interests, in the context of a global party, including supervising new elections. The hearing may, without limitation, be held by telephone conference call or video conference. The Executive Committee shall adopt such rules of procedure for hearings in connection with the proposed suspension of a Country Committee as it deems necessary to ensure that the hearing be conducted in a fair manner.
(c) if in the judgment of the International Chair a Country Committee or Committee In Formation is guilty of serious and highly unacceptable conduct which if continued would irreparably damage any of the aforesaid interests, the Chair may immediately issue a temporary order of suspension, specifying the grounds for such action and shall simultaneously inform the Executive Committee of such action and the reasons therefor. Within seven days the Executive Committee shall either schedule a hearing under the foregoing subparagraph or shall terminate the temporary order.
(d) Country Committees may be suspended upon unanimous vote of the Executive Committee if the Country Committee's membership falls significantly due to actions or failure to act objectively attributed to the Country Committee.