DEMOCRATS ABROAD OF COSTA RICA BYLAWS page 1 of 11
Adopted on December 2, 2006. Amended on 30 April 2015. Amended August 2016
Article I: Name
These Bylaws govern an organization having as its name Democrats Abroad of Costa Rica, abbreviated herein as DACR.
Article II: Purpose and Relationship to Democrats Abroad
2.1 The purposes of the organization are to advance the interests and ideals of the Democratic Party of the United States (the “Democratic Party”) and of Democratic Party Committee Abroad (the “DPCA)”, and to provide for appropriate action by its supporters residing in Costa Rica.
2.2 DACR has been duly admitted to the DPCA as an official Country Committee within Democrats Abroad. The Chair and ViceChairpersons of DACR with the advice of the Executive Committee will exercise any votes allocated at meetings of DPCA, in accordance with DPCA rules.
2.3 The DACR will also act as a forum for the consideration of issues which relate to United States citizens resident abroad, and specifically, in Costa Rica.
2.4 Neither DACR or its members may participate in the political activities of any country other than the United States of America.
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 and of Democrats Abroad. Members must meet the totality of circumstances criteria as residents of Costa Rica. Membership in DACR automatically results in membership in Democrats Abroad.
3.2 To the greatest extent possible, all the various elements of the Democratic Party and of the Democratic Party
DEMOCRATS ABROAD OF COSTA RICA BYLAWS page 2 of 11
community in Costa Rica shall be represented within the organization.
3.3 In order to join DACR, a prospective member must provide his/her name, mail and email addresses, telephone and fax numbers, U.S. voting district/State, and any other information requested on the membership form, using such paper or other medium (e.g., online form) as the Executive Committee shall from time to time make available. No oath of loyalty, fees or dues, or past voting record shall be required as a condition of membership.
3.4 By becoming a member of DACR, the member consents to the delivery of all 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.
3.5 Each member has the right to inspect and correct his/her data in the membership records. Membership records shall otherwise not be open to inspection except by the Executive Committee and persons authorized by it, notably the database manager. The membership records shall be maintained by the Secretary in such a manner as 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 DACR. 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.
3.6 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.
3.7 The Executive Committee may maintain its own publicity lists and mailing lists separate from the Membership records, consisting of Members and nonmembers who consent to be contacted by other members of the list, for purposes recognized and allowed by the Executive Committee. Such lists are open to inspection by Members.
DEMOCRATS ABROAD OF COSTA RICA BYLAWS page 3 of 11
Article IV: Resignation, Cessation of Membership, and
Exclusion of Members
4.1 Any member may resign from DACR by written notice to the Chairperson, and such resignation is effective immediately.
4.2 Any member shall cease to be a member if he/she no longer meets the qualifications of a member.
4.3 Any member who by his/her actions demonstrates that he/she no longer subscribes to the principles of the Democratic Party and of Democrats Abroad may be excluded from membership by a twothirds vote of the members of the Executive Committee; provided however that such vote may only be taken after the Executive Committee has given reasonable notice (no less than 30 days) of its intention to exclude the member, and the member has had a reasonable opportunity to contest the proposed action by the Executive Committee.
4.4 Any former DACR member may be reinstated on the same conditions as a new member.
Article V: Officers
The Officers of the organization shall be the Chairperson, ViceChairperson, Secretary, Treasurer and Counsel to the Committee. The ViceChairperson shall be of the opposite sex from the Chairperson, and an effort shall be made at all times to promote diversity among the elected individuals.
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 Executive Committee, establishing the agenda of such meetings in consultation with the Executive Committee, and shall have responsibility for all activities
DEMOCRATS ABROAD OF COSTA RICA BYLAWS page 4 of 11
approved by the organization. The Chairperson shall sit exofficio on all committees and subcommittees of the organization, with full voting privileges.
Article VII: ViceChairperson
In the absence of the Chairperson, the ViceChairperson shall call and preside at meetings of members and of the Executive Committee. The ViceChairperson 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 information prescribed in Article 3.4 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 records of the minutes 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 the Committee or its officers on legal and procedural questions
DEMOCRATS ABROAD OF COSTA RICA BYLAWS page 5 of 11
relating to DACR 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: Other Officers
The Chairperson may appoint and remove Assistant Officers or Honorary Officers, having such duties as he/she shall designate, subject to (i) ratification by the members of the Executive Committee at the next meeting of the Executive Committee and (in the case of removal from office only) (ii) ratification by the membership of the organization in accordance with Article XVI. Assistant or Honorary Officers are not members of the Executive Committee and have no voting privileges therein.
Article XII: Executive Committee
12.1 The Executive Committee shall be composed of the Chairperson, ViceChairperson, Secretary, Treasurer, Counsel to the Committee, and two MembersatLarge elected from among the eligible members of the organization. The chairpersons of the Standing Committees shall be exofficio members of the Executive Committee with full voting privileges.
12.2 The Executive Committee 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 Executive Committee may also be called by onethird of the Executive Committee.
Article XIII: Other Committees
13.1 By majority vote, the Executive Committee may create Standing Committees with functions and responsibilities as it shall designate, such as (but not limited to) Membership,Youth Outreach, Voter Registration, Issues, Programs, Special Events, Newsletter and Communication.
DEMOCRATS ABROAD OF COSTA RICA BYLAWS page 6 of 11
13.2 By majority vote, the Executive Committee may create Ad Hoc Committees with such functions and responsibilities as may be deemed appropriate. The chairpersons of Ad Hoc Committees are not members of the Executive Committee and have no voting privileges therein.
13.3 The Chairperson of the Executive Committee shall appoint or remove the chairpersons of the Standing Committees and the Ad Hoc Committees (if any), subject to
(i) ratification by the members of the Executive Committee at the meeting of the Executive Committee next following such appointments or revocation, and (in the case of removal from office only) (ii) ratification by the members of the organization in accordance with Article XVI. The committee chairperson shall select the membership of each such committee after consultation with the Chairperson of the Executive Committee.
13.4 Meetings of all committees shall be open to all members of the organization.
13.5 The Executive Committee may create a Standing Local Chapters Committee charged and resourced to develop and maintain a list of volunteer Democrat activists in suburban regions, and to develop possible local chapters of DACR. Such chapters would would be governed under the rules of the DCPA Charter section 5.6 “Chapters”.
Article XIV: Terms
14.1 The Officers and MembersatLarge of the Executive Committee shall be elected every two years on odd 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. No Officer can serve more than two consecutive terms in the same office.
14.2 The terms of all incumbent Assistant and Honorary Officers and all committee chairpersons shall automatically expire upon the election of new Officers in accordance with
DEMOCRATS ABROAD OF COSTA RICA BYLAWS page 7 of 11
the foregoing paragraph.
14.3 Any Officer or exofficio member of the Executive Committee who misses three consecutive regularly called meetings of the Executive Committee may be removed from office by a threefourths vote of the entire Executive Committee 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 Officer or exofficio member is given due opportunity to explain the reasons for her or his absence. Removal from office pursuant to Article 14.3 is subject to ratification by the membership, as provided for in Article Xviii.
Article XV: Nominations
15.1 At least two months prior to the annual meeting, the Chairperson with the approval of the Executive Committee shall name a committee composed of a minimum of three members to nominate candidates (the “Nominations and Elections Committee”) or NEC. NEC members may not be candidates for office.
15.2 At the meeting approving the appointment of the Nominations and Elections Committee, the Executive Committee 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), (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 and Elections 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 or by electronic processes (e.g. email, web), any member of the organization wishing to run for office as an Officer or a MemberatLarge of the Executive Committee and not nominated by the NEC 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 NEC. The Secretary
DEMOCRATS ABROAD OF COSTA RICA BYLAWS page 8 of 11
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. The Secretary shall also send by similar means a brief statement by each candidate for office.
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 no declared candidate for an office 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.
Article XVI: Elections and Removal from Office
16.1 The Officers and MembersatLarge of the Executive Committee 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) conducted by the Chair of the Nominations and Elections Committee or (ii) by mail, fax or electronic ballot (e.g. email, web) 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 NEC to count the votes.
16.2 Eligible Voters must be members of DACR prior to the Annual Meeting of elections.
16.3 A member unable to attend a meeting may delegate his vote to another using an authorizing document. Unless
DEMOCRATS ABROAD OF COSTA RICA BYLAWS page 9 of 11
otherwise indicated, such a Proxy vote is assumed to be general, uninstructed, and transferable. There is no limit to the number of Proxy votes that may be exercised by any member, so long as the authorizing documents are in order. Candidates for election may not exercise proxy votes.
16.4 Any Officer or MemberatLarge of the Executive Committee may be removed from office by a twothirds majority of votes 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 16.4 must be given in writing to the membership at least 30 days in advance.
16.5 If the position of Chairperson becomes vacant for whatever reason, the ViceChairperson shall succeed to the office of Chairperson and elections shall be held to fill the office of ViceChairperson in accordance with Article XVII.
Article XVII: Vacancies
Any vacancy among the Officers or the Members at Large of the Executive Committee may be filled by appointment at the discretion of the Chairperson, such appointment remaining in effect until the next Annual General Meeting, in conformity with Articles XV and XVI hereof.
Members so appointed are eligible to stand for election at that time.
Article XVIII: Notice
Notice of (i) annual meetings, (ii) meetings at which elections or 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
DEMOCRATS ABROAD OF COSTA RICA BYLAWS page 10 of 11
the Executive Committee (with reasonable notice under the circumstances) shall be given by such method as the Chairperson shall from time to time reasonably prescribe.
Article XIX: Meetings
19.1 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 Officers and MembersatLarge of the Executive Committee, and (iii) such other business as the Chairperson shall deem appropriate.
19.2 Other meetings of the membership may be held from time to time upon call by (i) the Chairperson, (ii) onethird of the Executive Committee or (iii) 10% of the membership who require the holding of a meeting.
19.3 If the Chairperson fails to call a meeting in a timely manner for whatever reason, the Secretary or another Officer shall call the meeting.
19.4 All meetings of the membership, the Executive Committee, the Standing Committees and Ad Hoc Committees (if any) shall be open to the membership and shall be conducted in accordance with these Bylaws (including the provisions on notice) and the latest edition of Roberts Rules of Order.
19.5 Meetings of DACR may be held in person, by telephone, videoconference, or such electronic means as the Executive Committee may from time to time approve by a threequarter majority.
19.6 For the purposes hereof, a quorum shall be determined as follows.
(i) For meetings of the membership, at least 20.
(ii) For meetings of the Executive Committee, any Standing Committee, or any Ad Hoc Committee, half plus one
DEMOCRATS ABROAD OF COSTA RICA BYLAWS page 11 of 11
(1) of the membership of such committee.
Article XX: Amending Bylaws
These Bylaws may be amended by the affirmative vote of two thirds of the members of DACR, present in person or represented by proxy at a meeting that is duly called in accordance with Articles XVIII and XIX. The notice of any meeting where said amendment will be discussed or voted upon shall include the text of the proposed amendment.
Article XXI: Rules Applicable to the Committee
The functioning of the Committee shall be governed by (i) these Bylaws and such rules as the Executive Committee may from time to time adopt and (ii) the Bylaws of Democrats Abroad and the Charter and Bylaws of the Democratic Party and such rules and regulations as Democrats Abroad and/or the Democratic Party shall adopt from time to time. In the event of a conflict between (A) these Bylaws and the rules referred to in subclause (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 subclause (ii) shall prevail.
Article XXII Motions of Initiative
Any Member may submit upon being seconded the text of a special motion to directly express the concerns of the DACR to the DCPA, DNC and to our sister Committees in the Americas, for consideration and vote at the subsequent regular or extraordinary meeting of the DACR. Such motions may be passed after debate and amendment by majority vote, by the affirmative vote of twothirds of the membership present in person or by written proxy, held in accordance with the voting procedure in Article XVI.