Bylaws of Dutchess County Progressive Alliance


Prepared by Steering Committee

February 2017

 

Table of Contents

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Table of Contents

Article I

Name

Section 1. Name

Article II

Purpose of the Organization

Section 1. Purpose

Article III

Officers

Section 1. Officers

Section 2. Director

Section 3. Deputy Director

Section 4. Treasurer

Section 5. Secretary

Section 6. Committee Chairpersons

Article IV

Elections and Votes

Section 1. Quorum

Section 2. Nomination of Officers

Section 3. Election of Officers

Section 4. Electronic Voting

Section 5. Terms

Section 6. Vacancies

Section 7. Recalls

Article V

Members

Section 1. Membership

Article VI

Committees

Section 1. Steering Committee

Section 2. Candidates Committee

Section 3. Legislation Committee

Section 4. Outreach Committee

Section 5. Education Committee

Section 6. Action Teams Oversight Committee

Article VII

Committee Procedures

Section 1. Formation of New Committee

Section 2. Election of Committee Chair

Section 3. Committee Membership

Section 4. Committee Meetings

Section 5. Committee Communication

Section 6.  Committee Activity Approval

Article VIII

Meeting Procedures

Section 1. Scheduling of Meetings

Section 2. Moderation of Meetings

Article IX

Action Teams

Section 1. Formation of Action Team

Section 2. Operation of Action Team

Section 3. Disbanding of Action Team

Article X

Communications

Section 1. Email

Section 2. Social Media

Article XI

Endorsements

Section 1. Endorsements

Article XII

Indemnification

Section 1. Indemnification

Article XIII

Amendments

Section 1. Amendments to Bylaws

 

Article I

Name

Section 1. Name

The name of the organization is Dutchess County Progressive Action Alliance (the “Organization”).

 

Article II

Purpose of the Organization

Section 1. Purpose

The Organization is established for the purpose of promoting social justice and economic opportunity throughout Dutchess County and the State of New York, by: putting into action the goodwill of those who live or work in Dutchess County through charitable endeavors, philanthropic projects and political action.

The Organization is not organized for profit, and no part of the net earnings of the Corporation shall inure to the benefit of any member or any other individual except that the Organization may make payments of reasonable compensation for services rendered.

The Organization shall never be operated for the purpose of carrying on a trade or business for profit.

 

Article III

Officers

Section 1. Officers

The Officers of the Organization shall be the Director, Deputy Director(s), Secretary, Treasurer, and all Standing Committee Chairpersons.

Any member of the Organization may serve as an officer in the Organization.

 

Section 2. Director

The Director shall carry out the management responsibilities of the Organization.

The Director shall direct the Organization in service of its Purpose, Mission, and Vision.

The Director serves as the Chairperson of the Steering Committee.

 

Section 3. Deputy Director

Two Deputy Directors shall assist the Director in carrying out the management responsibilities of the Organization.

The Deputy Directors shall serve on the Steering Committee as elected officers.

 

Section 4. Treasurer

The Treasurer serves as the custodian of financial transactions and records for the Organization.

 

Section 5. Secretary

The Secretary shall keep the minutes of the general meeting and of the Steering Committee in digital records.  

 

The Secretary shall ensure that all notices are duly distributed in accordance with the provisions of the Bylaws or as required by law.  

The Secretary shall be the custodian of the historical records of the Organization.

 

Section 6. Committee Chairpersons

The chairperson for any standing committee is considered to be an Officer of the Organization, and the rules for Elections, Recalls, and Vacancies also apply to the chairperson of each committee.

 

Article IV

Elections and Votes

Section 1. Quorum

Before any election can be held, for any reason, quorum must be established.

All elections require the presence of nine members from the membership roster in use at the time of the announcement of the meeting.

If an inadequate number of these members are present, a vote may not be held, and must be postponed. If quorum is established, a vote may be held.

If a vote is determined to have taken place without quorum, it shall be nullified and attempted again at the next meeting.

 

Section 2. Nomination of Officers

The process by which nominations are declared and announced shall be governed by the Steering Committee.

Any member can nominate themselves for any office. If any two members choose to run as co-officers, they must be nominated together as one candidate. A member may not become a co-officer after the election is held.

 

 

Section 3. Election of Officers

All officers shall be elected by the membership of the Organization at a general meeting or at a special election as provided in this Article.

Any meeting during which any election of officers is to take place must be announced to the full membership roster in use at the time of the announcement. The announcement must be made a minimum of seven days prior to the meeting date, through standard communications channels.

All candidates for office in the Organization may provide a brief written statement about their candidacy, which shall be circulated to the membership prior to the vote.

Every member in attendance will choose their first choice of nominee, written on unsigned paper ballots in envelopes signed with the voter’s name.

Each voter’s name will be recorded and their vote shall be removed from the signed envelope. The votes shall be counted and recorded anonymously. All unsigned or duplicate envelopes and their vote shall be voided.

Election results shall be counted and recorded by the Secretary, and announced before the end of the general meeting.

The candidate who ranks first in the vote count shall be determined as the winner of the election.

In the case of a tie, a revote shall be taken. If there are more than two candidates running for the office, only the two highest ranked candidates shall be eligible for the revote. The revote can be held immediately at the discretion of the Director. If there is inadequate time for a revote, an interim officer may be appointed by the seated Director until the next general meeting.

The Secretary must be present at all elections. If the Secretary is not present, the Director may appoint an interim Secretary to carry out the vote.

 

Section 4. Electronic Voting

The Secretary may enable electronic voting on any concern except for the election of officers.  Electronic voting will be offered to the membership via email, online form, or other means approved by the Steering Committee.

Electronic voting results will be recorded by the Secretary and provided to the Steering Committee for enactment.

 

Section 5. Terms

Each duly elected officer shall hold office for a period of twelve months or until they resign, is removed, is otherwise disqualified to serve or such officer’s successor is elected and qualified to serve.

 

Section 6. Vacancies

If an officer resigns their position or the office is otherwise vacated, a special election may be held at the option of the Steering Committee (or remaining officers).  If no special election is held then the election to fill the vacant position must be held at the next general meeting.

If an officer is temporarily unable to fulfill the duties of the position, an interim officer may be appointed by a majority vote of the Steering Committee. Such interim term shall run until the elected officer is able to return to their duties or until a permanent officer has been elected, but in no event shall such interim term extend beyond twelve months from the date of appointment. At the expiration of the interim term an election shall be held pursuant to Section 6, paragraph 1.

Section 7. Recalls

Any member may propose a recall of an officer or chairperson. The proposal must be seconded and then voted on by the membership. A quorum must be present. A two-thirds vote for recall is required.

The office shall be vacated immediately and a special election for the office will be held at the next general meeting, according to the rules of Article IV, Section 6.

 

 

Article V

Members

Section 1. Membership

Membership is free and open to the general public. Fees and dues to defray the cost of operations shall be levied only upon a majority vote of the membership.

No member of the Organization shall have the rights to any assets or property of the Organization.

Acceptance of membership constitutes acceptance of the Bylaws as terms of participation in the Organization. Members are required to adhere to the Rules of Conduct during participation within the Organization and its activities.

Upon first attending a general meeting, members must register with the Secretary or Outreach Committee if they wish to be members of the Organization. Members must subscribe to the email list in order to receive announcements and meeting notifications.

 

Article VI

Committees

Section 1. Steering Committee

The Steering Committee serves as the governing body of the Organization.  The Steering Committee shall direct the activities and property of the Organization by exercising all powers granted by these Bylaws, Articles of Incorporation and the laws of New York State.  The Steering Committee is responsible for the oversight of the Organization’s mission, direction and priorities.

The Steering Committee shall:

– Establish rules for governing the Organization through Bylaws, Articles of Incorporation and resolutions

– Establish policies, goals, objectives, priorities, timetables and procedures

– Guide membership towards projects and activities it deems appropriate to accomplish the Organization’s objectives

– Establish Committees to implement organizational objectives

– Determine agenda items and issues to present at general membership meetings

– Preside over the Rules of Conduct

The Steering Committee must consist of at least five elected members, including the Director, Secretary, and Treasurer. The Committee Chair is the Organization’s Director. Chairs of all other standing committees shall comprise the rest of the Steering Committee.

Additional Committee members may be appointed by invitation and dismissed as needed by the Steering Committee.

 

Section 2. Candidates Committee

The Candidates Committee is responsible for finding progressive candidates to run for local, state, and federal office.

The Candidates Committee is responsible for inviting local candidates and elected officials to speak at the general meeting.

 

Section 3. Legislation Committee

The Legislation Committee identifies the legislative priorities of the Organization.

The Legislation Committee coordinates attendance at legislative meetings and builds relationships with lawmakers.

The Legislation Committee provides updates on progressive legislation objectives at the general meeting.

 

Section 4. Outreach Committee

The Outreach Committee is responsible for developing public outreach materials which shall support the objectives of the Organization. Outreach materials may include email lists, social media, literature, or newsletters, or any other communication not under the jurisdiction of the Steering Committee.                                                                                          

The Outreach Committee is responsible for the public relations of the Organization.                                                                                                                                   

The Outreach Committee organizes all outreach efforts, including but not limited to events, tabling, and flyering.

The Outreach Committee shall manage membership recruitment, orientation, relations, and records.

 

Section 5. Education Committee

The Education Committee provides a forum to research, discuss and make decisions regarding evaluation, content, design, and delivery of educational materials for Organization members and the general public.

The Education Committee is responsible for presenting to the Organization and general public information which is suitable to the Organization’s purpose.

The Education Committee is responsible for inviting speakers to general meetings, and setting up education workshops outside of general meetings.

The Education Committee coordinates with the Outreach Committee to develop and disseminate educational materials.

 

Section 6.  Action Teams Oversight Committee

The Action Teams Oversight Committee shall oversee all activities of the Organization’s Action Teams.  The Committee shall also manage communications between the Action Teams and the Steering Committee.

The Committee shall ensure that each Action Team is provided with support, information and guidance as needed and shall communicate those needs to the Steering Committee.  The Committee shall be responsible for notifying the Steering Committee of all tentative Action Team events prior to the events being finalized.  The Committee shall contact each Action Team on a weekly basis for an update on the Team’s activities and shall provide those updates to the Steering Committee.

This Committee shall cease to exist should all of the Action Teams be disbanded pursuant to Article IX, Section 3.

 

 

             

Article VII

Committee Procedures

Section 1. Formation of New Committee

New Committees may be established at any time by the Steering Committee.

 

Section 2. Election of Committee Chair

Elections for committee chairs shall be held every twelve months from the time the Chair was seated,  or earlier to fill a vacant Chair.  Committee Chair elections shall be governed by the provisions of Article IV.

 

Section 3. Committee Membership

Committee membership is open to all members of the Organization.  Members may join or resign from committees at any time.  Members may serve on as many committees as they choose.

This Section does not pertain to the Steering Committee.

 

Section 4. Committee Meetings

Meetings of committees, of which no notice shall be necessary, shall be held at such time and place as determined by the Committee Chairperson.

                                                                                                                                                     

Section 5. Committee Communication

Each committee shall maintain its own channels of communication. Any committee may request that the Secretary setup and moderate an email list.

 

Section 6.  Committee Activity Approval

The procedures and activities of any committee is subject to the direction of the Steering Committee.  Committees shall make no endorsements of any kind except according to Article XI Section 1.

 

Article VIII

Meeting Procedures

Section 1. Scheduling of Meetings

An annual meeting of the general membership shall be held each year for the purpose of electing officers and for such other business as may come before the meeting.  

There may be additional meetings of the general membership called by the Steering Committee.  Notice for all general membership meeting shall be distributed to the roster of current members no later than seven days prior to the membership meeting.  Any elections to be held at the meeting shall be stated in the meeting notice.

The Steering Committee shall determine the time and place of all membership meetings.

 

Section 2. Moderation of Meetings

Each general membership meeting shall be moderated by a member of the Organization.  In the event that no member volunteers to moderate a meeting, the Director or their designee shall appoint a member of the Steering Committee to moderate.

The moderator shall comply with the directions of the Steering Committee with respect to meeting procedures including, agenda presentation, item discussions, timing and Rules of Conduct.

 

                                                               

 

Article IX

Action Teams

Section 1. Formation of Action Team

The Steering Committee may establish by majority vote an Action Team in order to allow the general membership to work towards any objective sanctioned by the Steering Committee.

Any member of the Organization may petition the Steering Committee to form an Action Team on behalf of the Organization.

 

Section 2. Operation of Action Team

Action Teams shall operate as representatives of the Organization and as agents of the Steering Committee.

Action Teams shall take no action that contradicts the purpose, mission, or vision of the Organization, nor any objectives set forth by the Steering Committee.

The Steering Committee may designate a standing committee to oversee the activities of an Action Team.

Any member may join or leave any Action Team at their discretion.

The Secretary shall maintain record of all Action Teams and make them available to the general membership.

 

Section 3. Disbanding of Action Team

The Steering Committee may disband any Action Team at their discretion.

An Action Team may declare that their mission has succeeded or failed, and notify the Steering Committee of their intent to disband.

 

Article X

Communications

Section 1. Email

The primary medium for group-wide communication outside of general meetings shall be email.

Third-party sharing of membership email addresses is forbidden without explicit permission from the member addressee.

The Steering Committee shall be responsible for managing communication to the general membership email lists.

 

Section 2. Social Media

All social media communication shall be managed by the Steering Committee, in cooperation with the Outreach Committee, where applicable.

 

Article XI

Endorsements

Section 1. Endorsements

No committee or member shall endorse, sponsor, or promote any activity, event, candidate, or organization on behalf of the Organization without explicit consent from the Director.

 

Article XII

Indemnification

Section 1. Indemnification

The Organization shall, to the maximum extent permitted by New York State Law, have the power to indemnify its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising from such agent’s involvement with the Organization.   No indemnification may be made to or on behalf of any agent if their acts were committed in bad faith or were unlawful.  The Organization shall have the power to advance to an agent expenses incurred in defending any such proceeding upon approval from the Board of Directors to the maximum extent permitted by New York State and federal laws.

 

 

Article XIII

Amendments

Section 1. Amendments to Bylaws

Any Article of these Bylaws may be amended by a two-thirds vote of the membership in attendance, provided that notice is given of the proposed amendment at least seven days prior to the meeting date at which the vote on the amendment will take place.  Only those members attending the meeting may vote on the proposed amendments.

 

 

 

 

We, the undersigned, as initial directors of this Organization, do hereby attest that the foregoing Bylaws consisting of Thirteen Articles, have been adopted by this Organization as its Bylaws.

 

ADOPTED and APPROVED this ____________ day of ____________, 2017  

Witnessed by

 

_____________________________________________

Director of Dutchess County Progressive Action Alliance  

 

 

______________________________________________

Secretary of Dutchess County Progressive Action Alliance