DEMOCRATS ABROAD PANAMA BY-LAWS
Amended on May 25, 2013
Adopted on May 29, 2013
Amended by the members April 7, 2017 with the styling of incorporating the amendments approved by the board August 2017
Article I: Democrats Abroad Panama
These By-laws govern an organization having as its name Democrats Abroad Panama.
Article II: Purpose and Relationship to Democrats Abroad
2.1 The organization has been admitted 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 Panama.
Article III: Members
3.1 Members must be citizens of the United States, of voting age, who subscribe to the principles of the Democratic Party of the United States and of Democrats Abroad and are resident in Panama. 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 (herein after Board); provided however that such vote may only be taken after the member has had reasonable notice (no less than 30 days) of the Board’s intention to exclude the member and has had reasonable opportunity to contest the proposed action by the Board.
3. 2 To the greatest extent possible, all the various elements of the Democratic Party and of the Democratic Party community in Panama shall be represented within the organization.
3. 3 The current list of members as maintained by the Secretary pursuant to Article VIII 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 Panama, the member must complete a written membership form or other medium (e.g., on-line form) as the Board shall from time to time make available including information of the member’s name, mail and email addresses, telephone and fax numbers and US voting district or state and other information contained on the membership form.
3.5 By becoming a member of Democrats Abroad Panama, the member consents to the delivery of his/her name, mail and e-mail addresses, telephone and fax numbers and US voting district/State and other information contained on the membership list of the organization to the DPCA for such lawful use as Democrats Abroad Panama and the DPCA shall make from time-to-time. Membership in Democrats Abroad Panama automatically results in membership in Democrats Abroad.
3.6 Each member has the right to inspect and correct his or her data in the membership records. Membership records shall otherwise not be open to inspection except by the Board and its designees, notably the database manager. The membership records shall be maintained by the Secretary in such a manner as to protect the information contained therein, in accordance with applicable data protection rules and practices. No use of the membership database is permitted for purposes other than those related to the activities of the Democratic Party, Democrats Abroad and/or of Democrats Abroad Panama. No candidate for any office may use or access the membership database directly or indirectly for the purposes of campaigning for office or soliciting votes or proxies.
Article IV: Cessation of Membership
Any member shall cease to be a member if he/she no longer meets the qualifications of a member as define above and, he/she voluntarily resigns his or her membership in writing. Any such former member may be reinstated on the same conditions as a new member.
Article V: Board of Directors
5.1 The Board is the governing body of the Democrats Abroad Panama. The Board shall be composed of seven (7) members. These are: the Chairperson, the Vice-Chair, Secretary, Treasurer, and three (3) Members-at-Large.
5.2 The Board shall be responsible for developing policies, procedures and programs in keeping with the Democratic Committee’s national agenda, and oversee the implementation such policies, procedures and programs.
5.3 The Board shall meet at least on a quarterly basis.
Article VI: Officers
6.1 The Officers of the organization shall be the Chairperson, Vice-Chairperson, Secretary, Treasurer, and three Members-at-Large for a total of seven (7) members. The Vice-Chairperson shall be of the opposite sex from the Chairperson.
6.2 The Chairperson shall be the chief executive officer of the organization, shall call and preside at all meetings of the Board and of the Executive Committee, establishing the
agenda of such meetings, and shall have responsibility for all activities approved by the Board. The Chairperson shall sit ex-officio on all committees and sub-committees of the organization, with full voting privileges.
6.3 In the absence of the Chairperson, the Vice-Chairperson shall call and preside at meetings of the Board or the Executive Committee. The Vice-Chairperson shall have such other duties as the Board shall designate.
6.4 The Secretary shall maintain a current list of members of the organization (containing the names, mail and e-mail addresses, telephone and fax numbers, 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 and made available to all members for inspection upon request.
6.5 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).
6.6 The Members-at-Large are three (3) Board members who have full voting rights, attend all meeting they wish to attend and may chair any of the committees created by the Board.
Article VII: The Executive Committee
7.1 The Board shall establish an Executive Committee composed of, but not limited to the Chairperson, Vice-Chairperson, and Secretary. The Executive Committee may select its own chairperson, but does not make any other decision.
7.2 The Board may also establish additional ad hoc committees as the need arises with such functions as it designates and deems necessary.
7.3 The chairperson of the Executive Committee with the approval of the Board, shall appoint and remove the chairpersons of all the ad hoc committees. The membership of each ad hoc committee shall be determined by the committee chairpersons after consultation with the chairperson of the Executive Committee.
7.4 The Executive Committee shall meet quarterly upon call by its chairperson, for the purpose of consulting with and advising the Board in the administration of the organization.
7.5 Meetings of all committees shall be open to all members of the organization.
Article VIII: Terms
8.1 The Officers and Members-at-Large shall be elected every two years at the annual meeting of the organization (which meeting shall be held no later than March 31). They shall be elected for a term expiring upon the election of their successor. Chair and Vice-Chair may serve only two consecutive terms in the same office. Other officers may be elected beyond two terms in the same office.
8.2 The terms of all incumbent committee chairpersons shall automatically expire upon the election of new Officers in accordance with the foregoing paragraph.
8.3 Any Officer or Member-at-Large who misses three consecutive regularly called
meetings of the Board may be removed from office by a majority vote of the Board at a regularly called and quorum meeting at which the question of such removal is on the agenda sent out in advance and at which the Officer or Member-at-Large is given due opportunity to explain the reasons for his or her absence.
Article IX: Nominations
9.1 At least two months prior to the annual meeting, a committee to nominate candidates (the “Nominations Committee”) for positions on the Board shall be named by the Chairperson with the approval of the Board.
9.2 At the meeting approving the appointment of the Nominations Committee, the Board shall decide, in view of local circumstances and to promote the greatest participation, whether the elections shall be conducted (i) by e-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.
a. The Nominations Committee may also bifurcate the elections process, with an election of the Chair in a first round of the process, then after a Chair has been elected the elections of the other officers and board members in a second round.
b. For Chair, the Nominations Committee shall submit the names of all qualified members who wish to run for the post to the membership as candidates. This does not relieve the Nominations Committee of its obligation to seek out a good candidate, and if others want to run, an arguable better candidate.
9.3 The Nominations Committee shall announce its nominees to the membership no later than 30 days prior to the annual meeting.
9.4 If the elections are to be conducted by electronic processes (e.g. e-mail, web) any member of the organization wishing to run for office as an Officer or a Member-at-Large and not nominated by the Nominations Committee shall declare his/her candidacy at least 14 days before the annual meeting by mail addressed to the chairperson of the Nominations Committee.
The Secretary shall send ballots by e-mail to members of the organization no earlier than 13 days before the annual meeting and no later than 10 days before such meeting.
9.5 Nominations for all positions to be filled may be made from the floor of the annual meeting.
Article X: Elections and Removal from Office
10.1 The Officers and Members-at-Large shall be elected by a majority of votes of:
(i) the members voting (in person or by proxy) at the annual meeting; or
(ii) by mail, fax, or electronic ballot (e.g., e-mail, web) counted at the annual
meeting (or in the case of a vacancy, at the general meeting at which the
election is held).
(iii) 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 at the meeting to
count the votes.
10.2 Any Officer or Member-at-Large may be removed from office by a majority vote of:
(i) those present at a duly convened meeting of the membership or;
(ii) those voting in a duly organized vote by electronic ballot (e.g. e-mail, web) on the question;
(iii) notice of any meeting under this section must be given in writing to the full membership at least 30 days in advance.
(iv) any such notice, at the time of the notice, must state the time and the place of the meeting.
10.3 If the position of Chairperson of the Board becomes vacant for whatever reason, the Vice-Chair shall succeed to the office of Chairperson and elections shall be held immediately to fill the office of Vice-Chair in accordance with Article XIII.
Article XI: Vacancies
11.1 Any vacancy among the Officers or the Members-at-Large may be filled by special election held at a meeting of the members of the organization. Until such vacancy is filled, the Chairperson of the Board may appoint in his or her discretion a member to fill the vacancy on a temporary basis. Any Officer or Member-at-Large elected at a special election shall serve only until the next regular election.
Article XII: Notice
12.1 Notice of annual meetings, meetings at which elections and removals from office will be held and meetings to amend the by-laws shall be sent to members at least thirty (30) days before the meeting. Notice of other membership meetings (with no less than fourteen (14) days written notice) and of the Board (with reasonable notice under the circumstances) shall be given by such method as the chair of Board shall from time-to-time prescribe.
Article XIII: Meetings
13.1 An annual membership meeting shall be held no later than March 31 of each
year and shall act upon the following:
(i) approval of the accounts and the reports of the Chairperson and Treasurer for the preceding calendar year;
(ii) in election years, the election of the Officers and Members-at-Large; and
(iii) such other business as the Board shall deem appropriate and necessary.
13.2 Other membership meetings may be held from time to time upon call by:
(i) the chairperson of the Board;
(ii) one-thirds of the Board; or
(iii) ten per cent (10%) of the membership who require the holding of a meeting.
13.3 All meetings, whether membership, Board, the Executive Committee and
ad hoc committees (if any) shall be open to the membership and conducted
in accordance with these by-laws.
13.4 Meetings of Democrats Abroad Panama may be held in person, by
telephone, video-conference, or by such electronic means as the Board may
approve from time-to-time.
13.5 For the purposes herein stated, a quorum shall be determined as follows:
(i) for membership meetings, at least 20;
(ii) for meetings of the Board, at least 4;
(iii) for meetings of the Executive Committee, and any ad hoc committee, one-half (1/2) of the members of such committees.
13.6 If the Chairperson fails to call a meeting in a timely manner for whatever reasons, the Secretary or another officer shall call the meeting on the approval of the Board.
13.7 The agenda of a meeting of the membership shall include any item of business
submitted in writing to the Board in advance by ten percent (10%) of the membership. The agenda of any meeting of the Board or the Executive Committee or of any other committee shall include any item of business submitted in writing in advance by two (2) members of Democrats Abroad Panama.
13.8 All meetings shall be conducted in accordance with the latest edition of Robert’s
Rules of Order.
13.9 Democrats Abroad Panama shall acquire its own Skype address, which shall be made known to the membership and be shall used at our meetings to make it easier for members who cannot attend in person to participate and to avoid the technical and scheduling problems that have been experienced using the Democrats Abroad international WebX account.
13.10 Democrats Abroad Panama shall establish a fund to help defray the travel costs:
a. of officers and board members who in order to participate in meetings must travel into Panama City from homes outside the metro area or to places with usable Internet service from homes with unusable connections; and
b. of those who must travel physically or incur special costs to participate electronically while representing Democrats Abroad Panama at regional or international Democrats Abroad meetings.
Article XIV: Rules Applicable to the Board of Directors
14.1 The functioning of the Board shall be governed by:
(i) these By-laws and such rules as the Board may from time- to- time adopt and;
(ii) the By-laws of Democrats Abroad and the Charter and By-laws 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;
(iii) In the event of a conflict between (i) above and (ii) of the preceding sentence, the documents, rules and regulations of such sub-clause (ii) shall prevail.
Article XV: Amendment of the By-Laws
15.1 The By-laws may be amended by the affirmative vote of two-thirds (2/3) of the votes cast by the total membership.
The Reform Amendment
The Reform Amendment
A “stand alone” new addition to our by-laws
Democrats Abroad Panama is a democratic association of free individuals who are members of the Democratic Party and affiliated with its international organization, Democrats Abroad. As a country chapter we are as autonomous and as bound as would be any county organization in a US state. We run our own affairs on a democratic basis and only in unusual circumstances, with full prior knowledge of all board members, do we seek advice about our local affairs from regional or international levels of Democrats Abroad or from the Democratic National Committee. Our members, and those of them who have been entrusted with positions on the board of directors, are expected in all Democrats Abroad activities to be civil and honest with one another and to work for the Democratic Party and its commonly held principles, setting aside all personal and pecuniary promotions. Acute breaches of these principles have caused the organization great distress. To remedy these problems, and in general to reach out to larger constituencies rather than to maintain the attitudes of an inward-looking clique, we add this Reform Amendment to the Democrats Abroad Panama bylaws.
Article I — Our communications
1. There will be no announcement sent out to just a part of the Democrats Abroad Panama email list. Every announcement of a party meeting or function goes out to everybody.
2. No member or officer shall publish his or her portrait, promote a personal or business website or affect any title or credential other than simply the relevant office which she or he holds within Democrats Abroad Panama in any announcement sent out via our email list. A message to the email list may include an email address or telephone number through which an officer or board member may be reached. The use of private website archives for the limited purpose of more convenient links in our emails to documents germane to Democrats Abroad Panama activities is allowed so long as this is not used as an endorsement or promotion of such website.
3. Our Democrats Abroad Panama – open group Facebook page, our social gatherings and our meetings — at appropriate times and in appropriate manners — are proper places for people to introduce or describe themselves. Announcements on our email list and postings on our Democrats Abroad Panama – party Facebook page are not proper places for such discourse.
4. We may advertise fundraising events for Democrats Abroad Panama via our email list and our Facebook pages, but taking great care not to append commercial messages for other businesses in these announcements. If we are to meet in a bar or restaurant, we may say where it is but we may not insert one of their advertisements into our communications.
5. Any announcement of any membership meeting that will vote to elect or remove any officer, board member or to expel any member of the organization shall be made separately from any announcement of any other matter. If a slate or candidate is to be proffered, that candidate or those members of the slate should be identified in the announcement. If a board member or member of the organization is to be removed or expelled, the specific reason or reasons for this must be particularly stated in the announcement. In any announcement of a membership meeting to elect, remove or expel anyone, the date, time and location of the meeting must be given at least 30 full days before the vote in an email announcement to the entire membership. Such notices shall also be posted in both of the organization’s Facebook pages.
6. The people who are authorized to post the email announcements and who run the Facebook pages — or any other communications media for Democrats Abroad Panama — need not be members of the board of directors. Whether they are board members or not, they are subject to the direction of the board.
7. Technologies and communications services evolve and change over time, but the principles in this article shall also apply to such new media as Democrats Abroad Panama come to use and embrace.
Article II — Our meetings
1. Participation in votes taken at Democrats Abroad Panama annual and general membership meetings shall be regulated to on the one hand prevent unethical practices and on the other hand to encourage the maximum participation of the membership.
2. In general, board of directors and membership meetings shall be open to online participation by way of WebX or whatever comparable service Democrats Abroad’s regional or international offices are offering, or by Skype or such similar service as DA Panama should designate. When possible such connections should also be used to record the meetings.
3. Participation in Democrats Abroad Panama meetings by telephone is discouraged due to the cost and due to the possibilities of abuse, wherein votes might be rigged by the insertion of unidentifiable disembodied voices. When there is to be telephone participation this must be arranged in advance with the informed consent of the entire board of directors, it should include only those registered and verified to be members prior to the meeting and at the start of the meeting — or as soon as possible after the start of the telephone connection — anyone participating by telephone shall identify himself or herself.
4. It is prohibited for any employer, private or public, to organize, encourage or require his, her or its employees to participate in any Democrats Abroad meeting, function or vote. People mobilized under such conditions shall be considered to be acting under economic coercion and ineligible to participate in that condition.
5. Proxies are not allowed in any vote to elect anyone as an officer or board member, or on any motion to remove any such person from his or her post or to expel any member.
6. As an additional part of the live meetings, there will be remote electronic voting, either by email, chat or some other system, for all elections of officers or board members and on any motion to remove the same or to expel any member. Such electronic voting shall be conducted in a transparent manner so that any board member, officer or member of the organization may freely see, examine and count such votes, and may be coordinated with other levels of Democrats Abroad or sister country chapters playing observer roles.
7. A regular meeting schedule at a regular place, even in months when a quorum of the board or membership cannot be mustered, is important to our cohesion as a social group and for people to conveniently come to join us. Such a regular meeting place should be barrier free with a short distance from the parking lot to the meeting table so as to be as a practical matter open to those using walkers or wheelchairs. The meeting place, if in a restaurant, should have modest prices. The meeting place should not be in a bar or other establishment that forbids entry to minors. The meeting place should be convenient to those who use public transportation.
Article III – Representation and participation
1. Within 30 days after the results of any Democrats Abroad Global Primary are announced, the respective supporters of each candidate who received at least 10 percent of the votes of Democrats Abroad Panama shall elect a member of the board of directors, in addition to the directors already in place. These candidates’ representatives shall be among the designated electors that Democrats Abroad Panama sends to the following international Democrats Abroad convention to select Democratic National Convention delegates and members of the Democratic National Committee. These candidate’s representatives shall continue as members of the board in the new board that is elected in the following year, but at that time not to represent any particular candidate or faction but to ensure that Democrats Abroad Panama remains as pluralist and inclusive an organization as the Democratic Party in general.
2. Those young activists who are not yet old enough to vote but who work for Democrats Abroad Panama campaigns or activities are welcome at all of our board and general membership meetings as observers and, by leave of the board, to participate with voice or vote in meetings. Such younger Democrats shall be encouraged should the decide to organize themselves into a local youth branch of our party.
3. The United States has tens of millions of citizens and residents who speak Spanish as a first language and many US citizens in Panama are dual nationals whose native tongue is Spanish. Democrats Abroad Panama is thus authorized and encouraged to conduct some of its activities in Spanish.
4. Under international Democrats Abroad rules, membership is restricted to US citizens.
However, there are:
1 . Green Card holders who already have some legal rights to participate in US politics such as by donating to campaigns;
2 . spouses and children of American citizens who do not have US citizenship (and in the latter case, some of whom Democrats Abroad supports in their yearning to expand the rights to American citizenship of all children of Americans such as themselves);
3 . Americans not now resident in Panama who are of the Panamanian or Canal Zone diasporas and with whom Democrats Abroad Panama maintains relations both to turn out the Democratic vote in Panama and to do likewise in the diaspora communities of the USA; and
4 . friends and fellow social justice activists with whom Democrats Abroad Panama interact in varous contexts although they are not US citizens;
whom we welcome at our meetings, on our Facebook pages and in our activities.