Democrats Abroad Spain Bylaws
Adopted December 30, 2003, in Barcelona, Spain
Last Revised April 21, 2007, in Madrid, Spain

BYLAWS
DEMOCRATS ABROAD SPAIN

Article I
Name and Place

The name of this organization shall be "Democrats Abroad Spain."

Article II
Purpose and Relationship to Democrats Abroad

2.1 The organization shall apply for admittance as a Country Committee to the Democratic Party Committee Abroad (the "DPCA" or "Democrats Abroad").

2.2 The purposes of the organization shall be to advance the interests of the Democratic Party  of the United States and of Democrats Abroad and to provide for appropriate action by its supporters residing in Spain.

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 Spain. 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 Executive Committee; provided however that such vote may only be taken after the member has been given reasonable notice of the Executive Committee's intention to exclude the member and has had reasonable opportunity to contest the proposed action by the Executive Committee.

3.2 To the greatest extent possible, all the various elements of the Democratic Party and of the United States Democratic community in Spain 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 in accordance with the DCPA Bylaws.

Article IV
Cessation of Membership

Any member shall cease to be a member if he/she no longer meets the qualifications of a member. Any such former member may be reinstated on the same conditions as a new member.

Article V
Officers

The Officers of the organization shall be the President, Vice-President, Secretary, Treasurer and Counsel to the Committee. The Vice-President shall be of the opposite sex from the President.

Article VI
President

The President shall be the chief executive officer of the organization, shall call and preside at all meetings of members and of the Executive Committee, and shall have responsibility for all activities approved by the organization. The President shall sit ex-officio on all committees of the organization with full voting privileges.

Article VII
Vice-President

In the absence of the President, the Vice-President shall call and preside at meetings of members and of the Executive Committee. The Vice-President shall have such other duties as the President shall define.

Article VIII
Secretary

The Secretary shall maintain a current list of members of the organization (containing information the DPCA requires), minutes of all meetings, and all files and administrative records of the organization. All such records shall be open for inspection by members. The Secretary shall have such other duties as the President shall define.

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 have such other duties as the President shall define.
 

Article X
Counsel

The Counsel shall be available for consultation by the Committee or its officers on legal and procedural questions relating to Democrats Abroad Spain and its activities. The Counsel shall have such other duties as the President shall define.

Article XI
Executive Committee

11.1 The Executive Committee shall be composed of the President, Vice-President, Secretary, Treasurer, Counsel and up to four Members at Large elected from among the eligible members of the organization. The Executive Committee may appoint the Chairman of an ad-hoc committee as an ex-officio member of the Executive Committee with full voting privileges.

11.2 The Executive Committee shall meet at regular intervals upon call by the President, for the purpose of consulting with and advising the President in the administration of the organization. A meeting of the Executive Committee may also be called by at least one-third of the Executive Committee.

Article XII
Committees

12.1 The President may create one or more ad hoc committees, with such functions and responsibilities as he or she shall designate (i.e., Membership, Voter Registration, Special Issues, Special Events, Fundraising and Communications).

12.2 The President shall appoint and remove the chairperson of an ad hoc committee, subject to ratification by the members of the Executive Committee at the next meeting of the Executive Committee following such appointments or revocation. The membership of an ad hoc committee shall be selected by the ad hoc committee's chairperson after consulting with the President.
 
12.3 Meetings of all committees shall be open to all members of the organization.

 
Article XIII
Other Officers

The President may appoint and remove such assistant Officers or honorary Officers, having such duties as he/she shall designate, subject to ratification by the members of the Executive Committee at the next meeting of the Executive Committee.

Article XIV
Terms

14.1 General Elections. Members of the Executive Committee shall be elected by a majority of votes cast in person, by proxy or by internet by the members in a general election that shall take place at the time of the annual membership meeting or other general membership meeting that allows for elections to be held as per Article 18.

    (i) Time and Place. A general election shall take place at the time of the annual membership meeting in the spring of odd numbered years.

14.2 Term of Office. The terms of all members of the Executive Committee is two years. No Executive shall serve more than two consecutive terms in the same office. The term of all officers expires on the date of a general election. If an Executive is appointed or elected outside of an annual membership meeting, the time he or she serves before the next general election qualifies as a full term if they have served more than one year of the expiring term.

14.3 Nominations for all elected offices may be made in writing or by email to the Executive Committee before the annual meeting or from the floor of the annual meeting.

Article XV
Nominations

Nominations for all positions to be filled may be made from the floor of the annual meeting or in writing to the Executive Committee prior to the annual meeting.

Article XVI
Elections and Removal from Office

16.1 The Officers and Members-at-Large of the Executive Committee shall be elected by a majority of votes of the members voting (in person or by proxy) at the annual meeting.

16.2 Any Officer or Member-at-Large of the Executive Committee may be removed from office by either:

    (i) a vote of two-thirds of those present at a duly convened meeting of the membership, or
    
    (ii) a vote of three-fourths of the Executive Committee at a duly convened meeting. The Officer or Member-at-Large must be given due notice of the pending vote and the opportunity to be heard.

Article XVII
Vacancies

Any vacancy among the Officers or the Members-at-Large of the Executive Committee may be filled by special election held at any subsequent general membership meeting in accordance with Articles XV and XVI. Until such vacancy is filled, the President 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. The time served shall not count as a term served under Article XIV.

Article XVIII
Notice
Notice of annual meetings, meetings at which elections will be held and meetings to amend these Bylaws shall be sent to members at least 30 days before the meeting. Notice of other meetings of members and of the Executive Committee shall be given by such method as the President shall from time to time reasonably prescribe.

Article XIX
Meetings

19.1 An annual meeting of all members shall be held, preferably in the first quarter of each year, and shall act upon the following:

    (i) approval of the accounts and the report of the President and the Treasurer for the preceding calendar year,
    
    (ii) in election years, the election of the Officers and Members-at-Large of the Executive Committee, and
    
    (iii) such other business as the President shall deem appropriate.

19.2 An extraordinary meeting shall be held under these Bylaws in December 2003 to approve accounts, conduct other business under Article 19, and elect Officers and Members-at-Large of the Executive Committee, whose term shall be deemed to run from January 1, 2004, and whose term shall expire upon the election of their successors at the annual meeting during the first quarter of 2006 in accordance with Article 14.

19.3 Other meetings of the membership may be held from time to time upon call by (i) the President, (ii) one-third of the Executive Committee or (iii) 10% of the membership who request the holding of a meeting.

19.4 All meetings of the membership, the Executive Committee and ad hoc committees (if any) shall be open to the membership and conducted in accordance with these Bylaws (including the provisions on notice).

19.5 Meetings of Democrats Abroad Spain may be held in person, by telephone, videoconference, or such electronic means as the Executive Committee may from time to time approve by majority vote.

19.6 No meeting of the membership, or of the Executive Committee, can do business unless the meeting is called and a quorum is present. A quorum is defined as follows:

    (i) for a meeting of the membership, at least 25 members. A motion for quorum must be made at the meeting to invoke this rule and
    
    (ii) for a meeting of the Executive Committee, or any ad hoc committee, at least one-half of the members of such committee. No motion is required to invoke this rule.

19.7 All meetings shall be conducted in accordance with the latest edition of Robert's Rules of Order.

Article XX
Rules Applicable to the Organization

20.1 The functioning of the organization 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 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.

20.2 In the event of a conflict, the documents, rules and regulations of subclause (ii) shall take precedence over those in subclause (i).

20.3 These bylaws may be amended at any membership meeting by a two-thirds vote. Notice of the proposed amendments must be given as follows:

    (i) submitted in writing at the previous membership meeting, or
    
    (ii) communicated to the membership at least 30 days before the membership meeting where the amendments will be considered. This notice may be given with the meeting's general notice.

Article XXI
Regional Chapters

21.1 A regional chapter is a group of Democrats Abroad members who live in or near the same geographical area of Spain and want to work together to carry out the purposes of Democrats Abroad Spain. A regional chapter cannot draft their own by-laws but must operate under these by-laws.

21.2 A regional chapter of Democrats Abroad Spain may be recognized as an official regional chapter with all rights granted under these by-laws when

    (i) It presents the Executive Committee with the names and signatures of at least 15 people who meet the membership criteria defined under by-law Article III and live in or near the same geographical area of Spain;
    
    (ii) It presents the minutes of a meeting recording that elections were held for the executive offices of President, Vice-President, Treasurer and Secretary and lists the names of the individuals elected to these offices and
    
    (iii) It presents evidence that the above meeting was publicized at least thirty days before it took place and was organized in accordance with by-law Article XVIII.

21.3 Except as provided for in 21.3(i), no person may serve on the Executive Committee and on a regional chapter executive committee concurrently.

    (i) The President of a regional chapter or his or her delegate who is an elected member of the chapter board serves as an ex-officio member of the Executive Committee with voting rights.