DEMOCRATS ABROAD TAIWAN BYLAWS

 

adopted on March 23, 2009

 

Article I: Name

These Bylaws govern an organization having as its name Democrats Abroad Taiwan.

 

Article II: Purpose and Relationship to Democrats Abroad

2.1 The organization shall apply for admittance to the Democratic Party Committee Abroad (the DPCA) as a Country Committee within Democrats Abroad.

2.2 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 (currently Section 17) and the Bylaws of Democrats Abroad and to provide for appropriate action by its supporters residing in Taiwan .

 

Article III: Members

3.1 Members must be citizens of the United States, of voting age at the time of the next U.S. federal election, who subscribe to the principles of the Democratic Party of the United States and of Democrats Abroad and are resident in Taiwan.

3.2 To the greatest extent possible, all the various elements of the Democratic Party and of the Democratic Party community in Taiwan shall be represented within the organization.

3.3 The current list of members as maintained by the Secretary pursuant to Article VIII hereof  shall be delivered to the appropriate officers of the DPCA no later than January 31 of each year in such form and format as the DPCA shall from time to time require.

3.4 To join Democrats Abroad Taiwan, the member must complete a membership form using such paper or other medium (e.g., on-line form) as the Board of Directors shall from time to time make available including information on the member’s name, mail and email addresses, telephone and fax numbers and U.S. voting district State and other information contained on the membership form.

3.5 By becoming a member of Democrats Abroad Taiwan, the member consents to the delivery of his/her name, mail and e-mail addresses, telephone and fax numbers and U.S. voting district/State and other information contained on the membership list of the organization to the DPCA and to such lawful use thereof as the DPCA shall make from time to time. Membership in Democrats Abroad Taiwan automatically results in membership in Democrats Abroad.

3.6 Each member has the right to inspect and correct his/her member data in the membership records. Membership records shall otherwise not be open to inspection except by the Board of Directors and persons authorized by the Board of Directors, notably the database manager. The membership records shall be maintained by the Secretary in such a manner in order to protect the information therein, pursuant to applicable data protection rules. 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 Taiwan. 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.

 

Article IV: Cessation of Membership

4.1 Any member shall cease to be a member if he/she no longer meets the qualifications of a member. Any such former member may be reinstated on the same conditions as a new member.

4.2 A member who by her or his actions demonstrates that she or he no longer subscribes to the principles of the Democratic Party of the United States and of Democrats Abroad may be excluded from membership by a two-thirds vote of the members of the Board of Directors; provided however that such vote may only be taken after the member has had reasonable notice (no less than 30 days) of the Board of Directors’ intention to exclude the member and has had reasonable opportunity to contest the proposed action by the Board of Directors.

 

Article V: Officers

The Officers of the organization shall be the Chairperson, Vice-Chairperson, Secretary, Treasurer and Counsel to Democrats Abroad Taiwan. The Vice-Chairperson shall be of the opposite sex from the Chairperson. Officers shall be elected by the Board of Directors at a meeting thereof held no later than one (1) month from the election of the Board of Directors. No Officer can serve more than two consecutive terms in the same office.

 

Article VI: Chairperson

The Chairperson shall be the chief executive officer of the organization , shall call and preside at all meetings of members and of the Board of Directors, establishing the agenda of such meetings, and shall have responsibility for all activities approved by the organization. The Chairperson shall sit exofficio on all committees and subcommittees of the organization including Standing Committees, with full voting privileges.

 

Article VII: Vice-Chairperson

In the absence of the Chairperson, the Vice-Chairperson shall call and preside at meetings of members and of the Board of Directors. The Vice-Chairperson shall have such other duties as the Chairperson shall define.

 

Article VIII: Secretary

The Secretary shall maintain a current list of members of the organization (containing the name, mail and e-mail addresses, telephone and fax numbers and U.S. voting district/State and such other information as the DPCA may from time to time require), minutes of all meetings, and all files and administrative records of the organization. The minutes books shall be open for inspection by members.

 

Article IX: 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 (including without limitation the laws and regulations of the United States and the several States applicable to political parties and contributions to them). All such records shall be open for inspection by 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).

 

Article X: Counsel

The Counsel shall be available for consultation by Democrats Abroad Taiwan or its officers on legal and procedural questions relating to Democrats Abroad Taiwan 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.

 

Article XI: Board of Directors and Board of Supervisors

11.1 The Board of Directors shall be composed of seven members, including the Chairperson, Vice-Chairperson, Secretary, Treasurer and Counsel to Democrats Abroad Taiwan and two Members-at-Large elected from among the eligible members of the organization.

11.2 The Board of Directors shall meet at regular intervals upon call by the Chairperson, for the purpose of consulting with and advising the Chairperson in the administration of the organization. A meeting of the Board of Directors may be called by one-third of the Board of Directors.

11.3 The Board of Supervisors shall be composed of two members, who shall have notice of and access to all meetings of the Board of Directors as non-voting attendees. The Board of Supervisors shall be allowed to review any and all financial or other records prepared by the Board of Directors. The Board of Supervisors shall meet on at least a quarterly basis and shall prepare a report to be delivered to Democrats Abroad Taiwan members at the annual meeting.

 

Article XII: Committees

12.1 Democrats Abroad Taiwan shall have the following Standing Committees: Membership/Voter Registration, Issues, Programs/Special Events, Fund-Raising and Newsletter/ Communications.

12.2 The Chairperson may create one or more ad hoc committees, with such functions and

responsibilities as he/she shall designate.

12.3 The Chairperson shall appoint or remove the chairpersons of the Standing Committees and the ad hoc committees (if any), subject to ratification by the members of the Board of Directors at the meeting of the Board of Directors next following such appointments or revocation. The membership of each such committee shall be selected by the committee chairperson after consultation with the Chairperson.

12.4 Meetings of all committees shall be open to all members of the organization.

 

Article XIII: Terms

14.1 The members of the Board of Directors and Board of Supervisors shall be elected every two years at the annual meeting of the organization (which meeting shall be held no later than March 31 in odd-numbered years). They shall be elected for a term expiring upon the election of their successor.

14.2 The terms of all incumbent members of the Board of Directors and committee chairpersons shall automatically expire upon the election of new Directors in accordance with the foregoing paragraph.

14.5 Any member of the Board of Directors who misses three consecutive regularly called meetings of the Board of Directors may be removed from office by a three-fourths vote of the entire Board of Directors at a regularly called and quorate meeting at which the question of such removal is on the agenda sent out in advance and at which the member of the Board of Directors is given due opportunity to explain the reasons for her or his absence.

 

Article XIV: Nominations

15.1 At least two months prior to the annual meeting, a committee to nominate candidates (the

Nominations Committee) for election to the Board of Directors shall be named by the Chairperson with the approval of the Board of Directors.

15.2 At the meeting approving the appointment of the Nominations Committee, the Board of Directors shall decide, in view of local circumstances and to promote the greatest participation, whether the elections shall be conducted (i) by mail ballot (to be counted at the annual meeting), and/or (ii) by vote (in person or by proxy) held at the annual meeting, and shall adopt the rules with respect to the election.

15.3 The Nominations Committee shall notify its nominations to the membership no less than 30 days prior to the annual meeting.

15.4 If the elections are to be conducted by mail (e.g., postal mail or courier) any member of the organization wishing to run for Director or Supervisor and not nominated by the Nominations Committee shall declare his/her candidacy at least 14 days before the annual meeting by a letter, fax or email addressed to the Chairperson of the Nominations Committee. The Secretary shall send ballots by mail, fax or email to the membership of the organization no earlier than 13 days before the annual meeting and no later than 10 days before such meeting.

15.5 If the elections are to be held by mail, fax or email ballot, no nominations may be made from the floor except when there is a shortfall in the candidates for Director and Supervisor to be filed. If the elections are to be conducted by vote (in person or by proxy), nominations for all positions to be filled may be made from the floor of the annual meeting.

15.6 In the case of a special election held to fill a vacancy pursuant to Article XVII hereof, the Nominations Committee shall be appointed immediately upon the occurrence of the vacancy and shall notify its nominations to the membership no less than 30 days prior to the meeting at which the special election will be held (which meeting shall be no less than 30 days and no more than 45 days from the date of the vacancy as per Article XVII hereof).

15.7 All votes must be specifically attributable to a member of Democrats Abroad Taiwan, as reflected by the membership list on the day of the election. Such attribution shall be provided via a signed paper ballot submitted in person or via mail or courier with the member’s name clearly indicated on the ballot.

15.8 If the Board of Directors approves the use of proxy voting within an election, then the proxy form must clearly state the name of the person granting a proxy and the person receiving one and bear the signature of the person granting the proxy. The original signed proxy form shall be submitted before the election to the Democrats Abroad Secretary. Any ballot subject to a granted proxy shall be signed by the proxy’s recipient. The recipient of a proxy must be a Democrats Abroad Taiwan member prior to the date of the election, and no recipient of a proxy may hold more than 5 proxies from other members.

 

Article XV: Elections and Removal from Office

16.1 The members of the Board of Directors and the Board of Supervisors shall be elected by a majority of votes of (i) the members voting (in person or by proxy) at the annual meeting (or in the case of a vacancy, at the general meeting at which the election is held) or (ii) by mail counted at the annual meeting (or in the case of a vacancy, at the general meeting at which the election is held). In the event of an election to be held by mail ballot, ballots received by mail shall be kept unopened and delivered to tellers appointed by the meeting to count the votes.

16.2 The two candidates for the Board of Directors with the eighth and ninth most votes shall be deemed alternates available to fill vacancies that may appear in the Board of Directors. The two candidates for the Board of Supervisors with the third and fourth most votes shall be deemed alternates available to fill vacancies that may appear in the Board of Supervisors. 

16.3 Any member of the Board of Directors may be removed from office by a vote of two-thirds of (i) those present at a duly convened meeting of the membership or (ii) those voting in a duly organized vote by mail or electronic ballot (e.g. email, web) on the question. Notice of any meeting under this Section 16.2 must be given in writing to the membership at least 30 days in advance.

16.4 If the position of Chairperson becomes vacant for whatever reason, the Vice-Chairperson shall succeed to the office of Chairperson and elections shall be held to fill the office of Vice-Chairperson in accordance with Article XVII hereof.

 

Article XVI: Vacancies

Any vacancy among the members of the Board of Directors or Board of Supervisors may be filled by an alternate. Should the alternate be unable or unwilling to serve, the vacancy shall be filled by special election held at a meeting of the members of the organization, no less than 30 days and no more than 45 days from the date of the vacancy, in conformity with Articles XV and XVI hereof. Until such vacancy is filled, the Chairperson may appoint in his or her discretion a member to fill the vacancy on a temporary basis. Any Director or Supervisor elected at a special election shall serve only until the next regular election.

 

Article XVII: Notice

Notice of (i) annual meetings, (ii) meetings at which elections and 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. Notice of other meetings of members (with no less than 14 days written notice) and of the Board of Directors (with reasonable notice under the circumstances) shall be given by such method as the Chairperson shall from time to time reasonably prescribe.

 

Article XVIII: Meetings

18.1 An annual meeting of members shall be held no later than March 31 of each year and shall act upon the following: (i) approval of the accounts and the report of the Chairperson and the Treasurer for the preceding calendar year, (ii) in election years, the election of the members of the Board of Directors and Board of Supervisors, and (iii) such other business as the Chairperson shall deem appropriate.

18.2 Other meetings of the membership may be held from time to time upon call by (i) the

Chairperson, (ii) one-third of the Board of Directors or (iii) 5% of the membership who require the holding of a meeting.

18.3 All meetings of the membership, the Board of Directors, 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 on notice).

18.4 Meetings of Democrats Abroad Taiwan may be held in person, by telephone, videoconference, or such electronic means as the Board of Directors may from time to time approve by a three-quarters’ supermajority.

18.5 For the purposes hereof, a quorum shall be determined as follows.

(i) for meetings of the membership, 25;

(ii) for meetings of the Board of Directors, and Standing Committee or any ad hoc committee, one-half of the members the Board of Directors or of such committee, as applicable.

(iii) for meetings of the Board of Supervisors, both Supervisors.

18.6 If the Chairperson fails to call a meeting in a timely manner for whatever reason, the Secretary or another Officer shall call the meeting.

18.7 The agenda of a meeting of the membership shall include any item of business submitted in writing to the Chairperson in advance by ten percent (10%) of the membership. The agenda of any meeting of the Board of Directors or of a subcommittee shall include any item of business submitted in writing to the Chairperson in advance by two (2) members of the Board of Directors or of the subcommittee, as the case may be.

18.8 All meetings shall be conducted in accordance with the latest edition of Roberts Rules of Order.

 

Article XIX: Rules Applicable to Democrats Abroad Taiwan

19.1 The functioning of Democrats Abroad Taiwan shall be governed by (i) these Bylaws and such rules as the Board of Directors may from time to time adopt and (ii) the Bylaws of Democrats Abroad and the Charter and Bylaws of the Democratic Party of the United States and such rules and regulations as Democrats Abroad and/or the Democratic Party of the United States shall adopt from time to time. In the event of a conflict between (A) these Bylaws and the rules referred to in sub-clause (i) of the previous sentence and (B) the documents, rules and regulations referred to in sub-clause (ii) of the previous sentence, the documents, rules and regulations of such sub-clause (ii) shall prevail.

 

19.2 Democrats Abroad Taiwan shall also abide by all laws and regulations it may fall under within the territory of the R.O.C.