Democrats Abroad Thailand

BYLAWS

superceded 10 September 2009

Section 1  Objective

The name of the group shall be "Democrats Abroad Thailand". Its objective shall be to provide a local organization for United States citizens residing in Thailand who wish to promote the interests of the Democratic Party of the United States of America.

Section 2  Organizational Structure

Democrats Abroad Thailand (hereafter referred to as DAT) shall be organized as several chapters distributed throughout the Kingdom, with varying organizational structures depending on the size of membership and local characteristics. Every effort shall be made to develop new chapters in cities and regions, wherever there are enough interested Democrats. A national Executive Committee shall provide coordination among these chapters.

Section 3  Membership

Any United States citizen of voting age who resides in Thailand and wishes to further such objective is entitled to register himself or herself with, and participate fully as a member of DAT. Registration occurs after an applicant has submitted a signed application form (or an electronic equivalent of said application form) and once the Secretary of a chapter of DAT places the applicant's name on the chapter's membership list.

Section 4  Chapters

Section 4.1  New Chapters

Before any new chapter is approved, the chapter shall enter into an agreement with the Executive Committee covering terms of its relationship with DAT. Such agreement shall include but not be limited to the following issues: the voting status of each chapter on the Executive Committee; an undertaking on behalf of the persons comprising the new chapter that they will adhere to these Bylaws; that the chapter is an integral part of DAT and does not have any independent status or purpose.

Section 4.2  Chapter Membership and Organization

Each DAT chapter shall have a minimum of 5 registered members. An individual can be a registered member of only one DAT chapter. Each chapter may organize itself according to its needs and the size of its membership. At a minimum, each chapter shall elect a Chapter Chair, responsible for the general management and administration of the chapter, and a Chapter Secretary/Treasurer to maintain a chapter membership list and financial records that conform to and can be integrated with a country-wide membership list and the overall financial records of DAT, and who shall be responsible for making an annual report of the same to the national Executive Committee. Larger chapters may wish to organize themselves in a manner similar to that of the national Executive Committee (see Section 6).

Section 5  Meetings

Section 5.1  General Meetings

General meetings of DAT may be called (a) by the National Chair, (b) in his or her absence, by any Vice-Chair of the national Executive Committee, or (c) on the written request of at least one-fourth of the registered members. An annual general meeting shall be called at least once each calendar year to approve accounts, adopt the budget, and take any other action related thereto as may be appropriate. In odd-numbered years, unless the majority of members decide otherwise, the election of Executive Officers shall be held at such annual general meetings, set early in the year. General meetings for other purposes may be held at any time.

Section 5.2  Chapter Meetings

An annual general chapter meeting of each chapter of DAT shall be convened at least once every year to take any action related to the activities if the chapter. In odd-numbered years, unless the national organization as a whole decides otherwise, the election of chapter officers and the representative(s) of the chapter to the national Executive Committee shall be held at such annual general chapter meetings. Chapter meetings for other purposes may be held at any time.

Section 5.3  Virtual Meetings of the Executive Committee

Due to the geographic distribution of the chapters of DAT, the National Chair may elect from time to time to conduct the business of the national Executive Committee through "virtual" meetings utilizing various technologies including, but not limited to telephone conferences or video conferences, e-mail and/or other electronic communications, for that purpose. Electronic communications from the National Chair that require a decision of the national Executive Committee should be marked as "DAT ExecCom Virtual Meeting" (in the subject line, for example, if sent by e-mail) and include the topic requiring response of the Committee. The National Chair or designee shall make every effort to contact by phone those members not accessible by electronic or other means.

Section 5.4  Notice and Agenda

Notice of general meetings shall be sent to all registered members by the DAT Secretary, setting forth the date, place, and time of the meeting and the tentative agenda, at least fourteen (14) days before such meeting. Any member may request in writing, not less than seven (7) days before the meeting, to place additional items on the agenda, and shall furnish the text of any resolutions such member proposes for adoption. These additional items or resolutions shall be sent to all registered members no less than five (5) days before the meeting in question. Any member present may also add items to the agenda at the meeting. In similar fashion, the chapter Secretary shall send notice of chapter meetings to all registered members of a chapter following the procedures and timeline described herein for convening the general membership of DAT.

Section 5.5  Methods of Notice and Communication

For all purposes as described herein where notice or other communication may be required, and where the requirement for such notice or communication is defined as "written" or "in writing", the use of e-mail and/or any other form of electronic communication which the national Executive Committee may so approve, shall be accepted as being the equivalent of written communication for all such purposes, unless specifically defined otherwise. This applies to the business of all chapters and of the national Executive Committee.

Section 5.6  Quorum and Voting

A quorum for an annual general meeting shall consist of no less than 5% of the registered members. Physical presence at the meeting is not required in order for a member's participation to count towards the quorum requirement, provided that a proxy as defined in Section 5.7, or such other form of electronic or virtual participation as may in the future be approved, has been properly executed. Without such quorum, no meeting may be held and no business conducted. Each registered member shall be entitled to cast one (1) vote.

Section 5.7  Proxies

Any member may give a proxy to any other member to vote in his or her behalf at any meeting or in any other circumstance where such vote may be required or permitted. The proxy shall be in writing and shall refer to the date of the meeting at which the proxy holder may vote on behalf of the member. The proxy may be limited or general.

Section 5.8  Electronic Voting

Section 5.8.1  

For all purposes described in these Bylaws, the term "ballot" shall be considered to include an e-mail or a web page, or any other form of electronic communication which the Executive Committee shall from time to time choose for the purpose of conducting elections.

Section 5.8.2

Votes for any purpose may be cast electronically either via e-mail or through any online or web-based voting facility which the Executive Committee may select for such purpose. Such voting facility shall require that the ballot include some form of unique information, for example a verifiable e-mail address or electronic code, by which the member casting the ballot can be identified. The determination as to whether an electronic voting facility provides effectively for verifiable identification of a ballot shall be made by a majority decision of the Executive Committee. In any event, regardless of whether an electronic voting facility is selected and approved by the Executive Committee for absentee voting, any member who wishes to vote absentee but does not wish to utilize such electronic facility shall be entitled to receive a paper ballot which can be returned to the Secretary by a designated date or to such other person(s) as may be designated to receive ballots.

Section 6  Officers of the National Executive Committee and the Chapters

Section 6.1  Officers and members of the national Executive Committee

Section 6.1.1  

The members of the national Executive Committee shall consist of national officers elected by the entire membership of DAT, and of representatives elected by the chapters. National officers elected by the entire membership of DAT shall consist of:

1. National Chair
2. Vice-Chair 1
3. Vice-Chair 2
4. Vice-Chair 3
5. Treasurer
6. Secretary

Section 6.1.2  

In addition to the nationally elected officers, the membership of the Executive Committee shall include chapter representatives, elected by each chapter in numbers based on the size of a chapter's membership (see Section 6.3).

Section 6.1.3  

Additional members of the national Executive Committee may be appointed from time to time by the national officers, to undertake special tasks assigned to them.

Section 6.2  Nomination and Election of National Officers to the Executive Committee

Section 6.2.1  

At least six weeks prior to the annual general meeting (see Section 5.1), the Executive Committee shall announce the opening of nominations for elected officer positions of National Chair, Vice-Chairs, Treasurer and Secretary in a letter or by facsimile or by e-mail, if the required fax number or e-mail address is known for such members, to all members and solicit their nominations. The Secretary of the Executive Committee shall send each nominee a notice of his or her nomination and ask for his or her consent to be a candidate for such position. All nominees must consent to their nomination to be eligible for office.

Section 6.2.2  

After allowing at least one month for members and proposed candidates to respond, the Executive Committee shall distribute to each member a ballot listing one or more candidates for each office, including any nominations received from members and consented to by the nominee.

Section 6.2.3  

The election date shall be set no sooner than two weeks and no longer than four weeks after the ballots are distributed and shall be marked on the ballots.

Section 6.2.4

Officers shall be elected by majority vote of the members voting, by ballots delivered or postmarked by the election date to the address specified on the ballots. Officers shall serve for terms of two years. The National Chair, with the consent of a majority of the Executive Committee, may appoint a member to temporarily fill any vacancy until the next election.

Section 6.3  

Election of Chapter Officers to the National Executive Committee Each chapter shall elect one or more persons to represent the chapter on the national Executive Committee based on the size of the chapter membership. The nomination and election procedures and timeline for this process shall be managed by the Chapter Secretary and conducted according to the same procedures and timeline as the election of national officers to the Executive Committee (see Section 6.2). The number of chapter representatives to the Executive Committee shall be based on the size of the membership of each chapter according to the following sliding scale.

	members				Executive Committee representatives
	5	-	19		1
	20	-	39		2
	40	-	79		3
	80 or more				4

Chapter officers may also serve as Chapter representatives to the national Executive Committee, if so nominated and elected by the chapter.

Section 6.4  Vacancies

Vacancies in any officer position may be caused by resignation, cessation of residence in Thailand, or removal from office, and shall be filled by appointment of the Chair with the consent of a majority of the officers. Those appointed to fill such vacancies shall serve out the balances of the terms of their respective predecessors.

Section 7  Duties of Nationally Elected Officers

Section 7.1  National Chair

The Chair shall be responsible for the general management and administration of DAT. The Chair may appoint deputies to perform specific duties unless objected to by any other officer. The Chair shall preside at all meetings, establishing their agenda and implementing, either directly or through membership, all decisions made thereat.

Section 7.2  Vice-Chairs

The Vice-Chairs shall assist the Chair in the general management and administration of the Executive Committee and serve in the place of the Chair whenever the latter is absent or incapacitated, and shall have such other duties as may be determined by the Chair or by the membership by means of a vote, consistent with these Bylaws and duties of other officers.

Section 7.3  Secretary

The Secretary, or any other member(s) whom the Chair may, from time to time, designate to assist with such tasks, shall be responsible for sending all notices to members on behalf of the officers and preparing and maintaining complete minutes of all meetings, maintaining the records and membership lists, and performing such other duties as the Chair, or the membership by means of a vote, may determine.

Section 7.4  Treasurer

The Treasurer shall be responsible for all financial matters of DAT including the keeping of records of all receipts and disbursements, and making any necessary financial reports to Democrats Abroad, and other organizations of the Democratic Party.

Section 8  Subcommittees

A subcommittee shall be officially constituted if the Chair and a majority of the officers approve its creation. Any registered member may head a subcommittee. The head of a subcommittee shall notify the Secretary in writing of the names and contact details of the members of the subcommittee.

Section 9  Contributions

The operating costs of DAT and its chapters shall be met by any lawful means including contributions solicited from all members annually or more frequently as the need arises.

Section 10  Amendments

Any amendment to these Bylaws shall require the affirmative vote of at least two-thirds of the registered members participating in any general meeting.

Section 11  Effectiveness

These Bylaws shall be effective upon a vote of two-thirds of the members participating in a meeting.