BLC draft Sept2010--full text

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

Submitted to DPCA Executive Committee September 6, 2010

Democrats Abroad Charter

as adopted January 24, 1976 Proposed Amendments for 2010-2011

Article One General

Democrats Abroad is the organization which represents all United States citizens resident 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.
Democrats Abroad is a non-profit association organized and operating under the Uniform Unincorporated Nonprofit Association Act of 2000, D.C. Code §§ 29-971.01 et seq. Democrats Abroad's principal place of business is and will remain the District of Columbia.
For administrative purposes, Democrats Abroad is divided into Regions comprised of the members from within each such Region.
Membership in Democrats Abroad is open to all citizens of the United States of voting age (or who will be such before the next Federal election). Members of Democrats Abroad may also be members of a local Democratic Country Committee or organizing committee existing in the respective country or defined geographic area in which such member resides or works (subject to the terms of Section 5.8).
Neither Democrats Abroad nor any of its constituent units may participate in any manner in the political activities (understood in the broadest sense) of any country other than the United States of America.

Article Two Democratic Party Committee Abroad

Section 2.1 Duties and Responsibilities

The Democratic Party Committee Abroad ("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, 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, the resolutions and other actions of the Democratic National Committee ("DNC"), and this Charter and any Standing Resolutions of the DPCA.
In discharging its operating responsibilities, the DPCA
(a) shall act as a forum for the consideration of issues which relate to United States citizens resident abroad;
(b) shall supervise activities of the Regions, Country Committees (and any subdivision thereof) in such matters as:
1. the nomination and election of Delegates to Democratic Party Conferences and Conventions;
2. the transmission of the views of Democrats Abroad to the DNC and vice versa, both on party affairs and policy;
3. especially in campaign years, the organization of voter registration campaigns and encouragement of Get Out the Vote activities, the handling of joint publicity and advertising, the acquisition and distribution of campaign literature and materials, the coordination of visits, and related matters;
4. cooperation with U.S. civic organizations and other U.S. political parties on nonpartisan and bipartisan programs;
5. the initiation of steps to organize new committees in countries or areas with a substantial number of resident United States citizens;
6. the day-to-day operations of the Regions.

Section 2.2 DPCA Membership

The DPCA shall be composed of:
(a) the Chair and the Vice Chair (or first Vice Chair if there are several Vice Chairs) of each Country Committee which has been admitted by Democrats Abroad;
(b) the members of the DNC representing Democrats Abroad;
(c) the International Chair, Vice Chair, Treasurer, Secretary and Counsel and any other elected officers of the DPCA (including Regional Vice Chairs).

Section 2.3 Election Standards

(a) Members of the DPCA shall be elected in accordance with the standards set forth in the Charter and Bylaws of the Democratic Party through processes which assure full, timely, and equal opportunity to participate. All elections shall be public and all ballots open to inspection.
(b) 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.

Section 2.4 Cessation of Membership

(a) A member may resign from the DPCA by written notice to the International Chair, and such resignation shall be effective immediately;
(b) A DPCA member who i) ceases to have his or her principal residence abroad or (ii) has failed to attend two of three 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 of a Country Committee shall for these purpose be considered as attended also by the Vice Chair, and vice versa;
(c) After notice and opportunity for hearing and upon grounds found by the DPCA to constitute good and sufficient cause, it may remove a member by a two-thirds 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.

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.

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.

Article Six Regions

Section 6.1 Creation of Regions

Groupings of Country Committees shall be divided into the following geographical Regions: i) Europe – Middle East – Africa, (ii) Asia – Pacific and (iii) the Americas. The composition of Regions may be altered by a standing resolution adopted at any meeting of the DPCA by a two-thirds majority of those Country Committees present in person or by proxy.

Section 6.2 Regional Vice Chair

Each Region shall elect a Regional Vice Chair at a meeting of the Region held in the first quarter of each odd-numbered year. Election shall be by simple majority of the votes cast by the Chairs (or Vice Chairs) of the Country Committees in the Region. Voting shall be in person, by proxy, or electronically. The term of office of a Regional Vice Chair shall be for a two-year period as from the date of the regional meeting at which he or she was elected.
Regional Vice Chairs must have their principal residence in the Region for which they are elected. To the extent feasible, Regional meetings shall be held in those countries which so request. A prompt report of such meeting shall be made to the DPCA.

Section 6.3 Duties of Regional Vice Chairs

The Regional Vice Chairs shall, under the direction of the International Chair, promote cooperation among the Country Committees in the respective Regions and implement any regional programs or plans adopted by the Regional Committees, provided such programs or plans have been approved by the International Chair in consultation with the Executive Committee.

Section 6.4 Regional Meetings and Communication

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 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. A prompt report of such meeting shall be made to the DPCA.

Article Seven Democratic National Committee

Section 7.1 DNC Members

The members of the Democratic National Committee representing Democrats Abroad shall be:
(a) The International Chair and International Vice Chair of the DPCA, ex officio;
(b) Six additional members to be elected as provided in Section 7.2 (or such lesser or greater number of additional members determined by the DNC), no more than one of whom shall be resident in the same one country.

Section 7.2 Election of DNC Members

Each of the six elected members of the DNC shall be eligible to serve in such position for no more than two consecutive full terms and shall be elected for a term of four years at a meeting of the DPCA to be held during the year of the National Convention, to be chosen as follows:
(a) At Regional Conventions held pursuant to a duly authorized and accepted Delegate Selection Plan, the delegates elected under the Plan shall, following the election of National Convention Delegates, elect one member of the DNC from that Region by majority vote of members present in person or participating by proxy;
(b) The remaining members to represent Democrats Abroad shall be elected by majority vote of the DPCA (excluding the incumbent elected members of the DNC);
The International Chair and International Vice Chair of the DPCA may not cumulate membership as ex officio members and as elected members of the DNC. Elected members of the DNC need not be members of DPCA. All members of the DNC must have their principal residence abroad and their number shall be equally divided between men and women.

Section 7.3 Vacancy

Any vacancy occurring among the elected DNC members shall be filled by the Executive Committee of the DPCA, subject to confirmation at the next meeting of the DPCA. At such meeting, nominations shall be taken from the floor, and a replacement DNC member shall be elected for the unexpired remainder of the term, by a majority vote of the DPCA, excluding the remaining elected DNC members. A person elected to serve out the balance of a term for a period of less than 730 days shall not be deemed to have served a full term.

Article Eight National Convention

Section 8.1 Delegate Selection

Delegates to the National Convention of the Democratic Party or Democratic Party Conferences shall be elected by the members of Democrats Abroad pursuant to procedures to be established by the DPCA in accordance with the Delegate Selection Plan of the Democratic Party of the United States and such other rules and procedures adopted by the Democratic National Committee.

Article Nine Finances

Section 9.1 Contributions by Country Committees

Each Country Committee shall make its best efforts to assist the DPCA in meeting the expenses of Democrats Abroad, in accordance with general policies to be determined from time to time by the DPCA by means of standing resolutions. Each officer and DNC member shall make her or his best efforts to assure that Democrats Abroad is adequately funded. Nothing herein contained shall be deemed as an obligation to contribute personally to the financial resources of Democrats Abroad.

Article Ten Amendments

Section 10.1

This Charter may be amended by the affirmative vote of two-thirds of the votes cast under the procedure provided for in Sections 3.6 and 3.7, at a regularly constituted meeting of the DPCA. Notwithstanding any other provision in this Charter, casting votes to amend the Charter by letter or electronic means shall not be permitted unless there has been discussion of the amendment at the immediately preceding meeting. The text of any proposed amendment shall be circulated with the notice of any meeting where said amendment shall be discussed or voted upon.

Article Eleven Transitional Provisions

Country Committees opting or required to elect delegates under Section 3.6(f) may hold special elections for such purpose prior to the general election of officers required under Section 5.4(b) (i.e., prior to March 31, 2011). Such delegates shall be deemed elected for the full 2011-2013 term.

Adopted January 24, 1976 Amended November 26, 1977 Amended February 4, 1978 Amended October 21, 1978 Amended October 20, 1979 Amended June 7, 1980 Amended October 11, 1980 Amended November 7, 1981 Amended November 15, 1986
Amended November 4, 1989, Landstuhl, Germany Amended May 1, 1991 Amended February 8, 1992 Amended February 26, 1994, Jerusalem Amended June 17, 1994
Amended March 24, 2002, San Jose, Costa Rica Amended March 20, 2005, Toronto Amended September 21, 2005 by electronic vote Amended October 22, 2005, Barcelona Amended March 4, 2006, Washington, DC Amended March 17, 2007, Heidelberg, Germany

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