BLC draft Sept2010--Art 3

DPCA BYLAWS COMMITTEE FINAL RECOMMENDATION Bylaws/Charter Draft – Sept 2010

Submitted to DPCA Executive Committee September 6, 2010

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Article Three for Comments

Article Three Meetings

Section 3.1 Calling of Meetings

Meetings of the DPCA may be called by the International Chair, or by at least one- fourth of its members, or by a simple majority of the Executive Committee. In any event, a meeting shall be called in the first half in each year to approve the accounts of the previous year and take any such other action as may be appropriate and, in odd-numbered years, to elect officers. If for whatever reason the International Chair or International Vice Chair fails to call a meeting when required to do so, then the Secretary shall call such meeting within thirty (30) days of the date required.

Section 3.2 Date and Place

Upon proposal of the International Chair at a duly constituted meeting, and after having invited all Country Committees to submit non-binding bids, the date, time, and place of the annual DPCA meeting required under the previous Section shall be determined by majority vote of the Country Committees, DPCA officers and DNC members present or represented at the meeting or participating by electronic vote (see Section 3.7). The Executive Committee may vote to change the date, time or place for reasons it deems important.

Section 3.3 Notice and Agenda

(a) Notice of each meeting, setting forth the place and time of the meeting and the agenda, shall be sent or given by the International Chair to each member of the DPCA not less than forty-five (45) days before the date of the meeting. Any 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 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 members present or represented. To the extent not provided for herein, procedural questions shall be settled in accordance with the current edition of Roberts Rules of Order.

(b) The International Chair may name a Resolutions Committee for the meeting to review any resolutions presented to the Chair as additional items for the agenda. The duty of the Resolutions Committee shall be to refine the language of proposed resolutions and to advise and make recommendations to the DPCA concerning the substance of the resolutions.

Section 3.4 Quorum

A quorum for a meeting shall require the presence in person of:
(a) the International Chair or Vice Chair of the DPCA; and

(b) twenty-five persons from among the following: i) other elected officers of the DPCA; (ii) members of the DNC representing Democrats Abroad; (iii) Chairs or Vice Chairs of Country Committees; (iv) persons holding a proxy from their Country Committee's Chair or Vice Chair granted in accordance with Section 3.7. In addition, for quorum purposes, the individuals referred to in this paragraph (b) must include members resident in at least four different countries and two Regions.

Section 3.5 Attendance

The International Chair shall encourage members of the DPCA and 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, when possible, inform 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 member; 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.

Section 3.6 Voting

(a) The total number of Country Committee votes shall equal four times the number of Country Committees and 75% of such votes shall be allocated to the Country Committees in numbers equivalent to each Country Committee's percentage of the total Democrats Abroad membership certified in accordance with section 5.4(d) below, rounded to the nearest whole number; and 25% of which shall be allocated equally on a per country basis.

(b) One vote shall also be allocated to each elected DPCA officer and DNC member representing Democrats Abroad.

(c) 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.

(d) All decisions shall be taken by simple majority vote except where a two-thirds 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 members of the DPCA (Section 7.2). The simple majority must include votes from at least one-third of the Country Committees casting votes.

(e) No member may cast votes (including proxies) in excess of 3% of the total number of votes determined under Section 3.6 (a) and (b). Subject to this and to subsection (f) below pertaining to delegates, the total votes of a Country Committee shall be cast by the Chair or, in the absence of the Chair, by the Vice Chair; if both the Chair and Vice Chair of a Country Committee are present in person at a meeting, each shall have one-half of such votes.

(f) Each Country Committee shall have the option to elect one Delegate, and shall be required to elect one or more if the application of subsection (e) above leaves additional votes after allocation of the maximum to the chair and vice chair. Such election(s) shall be held at the same time as the election of a Country Committee's chair and vice chair. If there is more than one delegate, gender balance shall apply. A delegate shall be entitled to attend all DA and DPCA meetings during the same two-year term as for officers. If a Country Committee is entitled to less than three votes, the Delegate 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 three or more votes, the distribution of votes among the Chair, Vice Chair and Delegate(s) shall be determined by the Country Committee at the election, failing which by the Country Committee Chair, provided, however, that a Delegate entitled to vote shall have no less than one vote nor more votes than the Chair or Vice Chair. Delegates shall not be considered members of the DPCA.

(g) If an elected Delegate does not attend a meeting, the Delegate's votes shall be put at the disposition of the Chair (or Vice Chair) of the Country Committee who, regardless of the provisions of Section 3.6(e), may grant a proxy in accordance with Section 3.7(e) i) .

Section 3.7 Capacity to Vote and Proxies

(a) No member of the DPCA may vote in more than one capacity (e.g., DPCA officer, DPCA member, Country Committee Chair) in any vote taken under this Charter; proxyholders may exercise their proxies without violating this subsection.

(b) 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 i) a personally verifiable method which can be reduced to written form or (ii) a voice communication received by a DPCA officer.

(c) Voting by proxy shall be permitted, subject to the limitations set out in this Charter. Proxies shall be in writing and shall name the person to whom the proxy is given, and may be either general or limited to specific issues and may be either instructed or uninstructed. Proxies given under (d), (e) and (f) below shall be notified to and received by the International Secretary at least three days before the relevant meeting.

(d) Proxies by Country Committee Chairs and Vice Chairs shall be given only for the full vote of the Chair or Vice Chair granting the proxy.

(e) General proxies may be given by:
i) A Country Committee Chair, or failing which, Vice Chair to: a member of the same Country Committee;
(ii) DNC member (elected by Region) to: a DPCA member of the same Region;
(iii) DNC member (elected at large) to: any DPCA member;
(iv) DPCA officer to another member of DPCA.

(f) Limited proxies may be given by:
i) A Country Committee Chair, or failing which, Vice Chair to: any DPCA member;
(ii) A DNC member to: any DPCA member.
(iii) A DPCA officer to another member of the DPCA.

(g) A proxy vote may be cast by a DPCA officer, DNC member or Country Committee only if such DPCA officer, such DNC member or a member of such Country Committee has attended one of the three DPCA meetings held immediately preceding the DPCA meeting at which such proxy vote is to be cast.

(h) No person may hold more than two proxies.

i) A proxy may be revoked in writing at any time prior to the call to order of a meeting.

(j) 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 proxy for the meeting valid for the duration of the absence or for the duration of the meeting concerned.

(k) A member of the DPCA holding two positions may not issue a proxy with respect to more than one such position if such member is absent from a meeting; if such member attends a meeting may issue no proxies.

Section 3.8 Taking DPCA Vote Without Meeting

The International Chair may take a vote of the DPCA, if immediate action is deemed important or convenient by the Executive Committee, by letter, telephone or electronic vote.
For purposes of this Section: i) all of the members of the DPCA shall be considered as present for quorum and majority requirements; and (ii) each Country Committee, DPCA officer and DNC member shall have one vote.
The outcome shall be communicated to all DPCA members as soon as is practical thereafter.

Section 3.9 Unanimous Consent

The DPCA may take any action under this Charter without a meeting if all members of the DPCA consent in writing to such action. Such written consents shall be filed with the minutes of the DPCA proceedings and shall have the same force and effect as a unanimous vote taken by members physically present. For the purposes hereof, writing shall include faxes and electronic communications that can be reduced to paper.