Amended on May 25, 2013

Adopted on May 29, 2013


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 U.S. 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 U.S. 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 V: Officers


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.




Article VI: Cha irperson


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.


Article VII: Vice-Chairperson


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.


Article VIII: Secretary


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.


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:  Members-at-Large

XI:                                                                       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 XI:  The Executive Committee


11.1         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.


11.2              The Board may also establish additional               ad hoc committees as the need arises with such functions as it designates and deems necessary.


11.3              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.


11.4                           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.


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


Article XII: Terms


12.1 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.


12.2 The terms of all incumbent committee chairpersons shall automatically expire      upon the election of new Officers in accordance with the foregoing paragraph.


12.3                             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 XIII:  Nominations


13.1    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.


13.2    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), (ii) by vote (in person or by proxy) held at the

           annual meeting and shall adopt the rules with respect to the election.


13.3    The Nominations Committee shall announce its nominees to the membership no

            later than 30 days prior to the annual meeting.


13.4     If the elections are to be conducted by mail or 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 letter, fax or e-mail addressed to the chairperson of the Nominations Committee.



            The Secretary shall send ballots by mail, fax, or 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.


13.5     Nominations for all positions to be filled may be made from the floor of the annual meeting.


Article XlV: Elections and Removal from Office


14.1                    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.


14.2                   Any Officer or Member-at-Large may be removed               from office by a majority vote



(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.

                  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.    


14.3      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 XV:  Vacancies


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 XVI:  Notice


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 XVII:  Meetings


17.1   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.


17.2   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.


17.3   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.


17.4   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.


17.5   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.


17.6   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                                                          



17.7   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.


17.8   All meetings shall be conducted in accordance with the latest edition of Robert’s

          Rules of Order.





Article XVIII:  Rules Applicable to the Board of Directors


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 XIX:  Amendment of the By-Laws


The By-laws may be amended by the affirmative vote of two-thirds (2/3) of the votes cast by the total membership.




Don Inniss: By-laws Committee Chair

Phil Edmonston: Vice-Chair


May 29, 2013